Allgemeine Geschäftsbedingungen

Validity

1. these terms and conditions apply to all contracts, deliveries and other services, including consulting services, in business transactions with companies (§ 14 BGB), legal entities under public law and special funds under public law. The Buyer's terms and conditions of purchase are hereby rejected.

Offers and conclusion, cancellations

1. The offers contained in our catalogues and sales documents and - unless expressly designated as binding - on the Internet are always subject to change, i.e. are only to be understood as an invitation to submit an offer.
2. Orders shall be deemed to have been accepted if they are either confirmed by us in writing or executed immediately after receipt of the order. The invoice shall then be deemed to be the order confirmation.
3. Insofar as our sales staff or commercial agents make verbal collateral agreements or give assurances that go beyond the written contract, these must always be confirmed in writing. The above provision shall not apply to verbal statements made by the management or by persons who are authorised by us without restriction.
4. Unless otherwise agreed, samples and specimens shall be regarded as approximate illustrative pieces for quality, dimensions and colour.
5. If, after the conclusion of the contract, we become aware of facts — in particular payment delays concerning previous deliveries — which, in accordance with proper commercial judgment, indicate that our claim to the purchase price is endangered due to the buyer’s lack of financial capacity, we are entitled to demand, within a reasonable period, either advance payment or suitable securities from the buyer at their discretion. If the buyer refuses, we are entitled to withdraw from the contract, whereby invoices for any partial deliveries already made shall become immediately due.
6. The minimum order value is currently €75.00 plus statutory VAT (within Germany, €100.00 for EU and non-EU countries).
7. If an order is canceled by the buyer before the goods are delivered, we are entitled to charge the buyer for all costs incurred due to the cancellation. In the case of goods specially manufactured or specifically procured for the buyer, cancellation of the contract and return of goods already delivered and free of defects is generally excluded.

 

Delivery Periods and Delay

1. Unless there is an expressly designated binding commitment on our part, any stated delivery period shall be considered approximate only.
2. For goods that we do not manufacture ourselves, correct and timely self-delivery is reserved.
3. Partial performance and partial deliveries are permissible to a reasonable extent. We may invoice partial payments to an appropriate extent.
4. An execution or delivery period shall be reasonably extended — even during a delay — in the event of force majeure or any unforeseen obstacles arising after the conclusion of the contract that are beyond our control (in particular operational disruptions, strikes, lockouts, or disruptions to transport routes), provided such obstacles demonstrably have a significant impact on the intended execution or delivery. This also applies if such circumstances occur with our upstream suppliers, subcontractors, or service providers. We will inform the buyer of the start and end of such obstacles as soon as possible. The buyer may request that we declare whether we intend to withdraw from the contract or deliver within a reasonable period. If we do not respond promptly, the buyer is entitled to withdraw from the contract. Claims for damages are excluded in such cases.
5. We are liable for timely deliveries only for our own fault and that of our vicarious agents. We do not assume liability for the faults of our upstream suppliers. However, we commit to assigning any potential claims for damages against the upstream supplier to the buyer.
6. In the event of a delivery delay, the buyer is obligated, upon our request, to declare within a reasonable period whether they still insist on delivery or wish to withdraw from the contract due to the delay and/or claim damages instead of performance.

 

Shipping, Transfer of Risk

1. The shipping route and method are at our discretion unless otherwise agreed. Any additional costs caused by special shipping requests from the buyer shall be borne by the buyer. The goods travel at the buyer’s risk; they will be insured at the buyer’s request and expense.
2. If shipping or an agreed pickup is delayed at the request or due to the fault of the buyer, the goods will be stored at the buyer’s expense and risk. In this case, the notification of readiness for shipment shall be equivalent to shipment. Upon storage, the invoice for the goods becomes immediately due.

 

Prices and Payment

1. Prices are understood — unless otherwise agreed — as ex-warehouse plus packaging and the applicable VAT.
2. Unless otherwise agreed, our deliveries and services are payable within 30 days without deduction; a 2% discount is granted for payment within 8 days. Payments are always applied to settle the oldest outstanding debts plus any accrued interest. Promised discounts will not be granted if the buyer is in arrears with payment for previous deliveries.
3. Payments made via the so-called bill of exchange or check procedure always require a special agreement. Credits for bills of exchange and checks are granted minus expenses, with value dating from the day on which we can access the equivalent funds.
4. Our claims become immediately due regardless of the term of any accepted and credited bills of exchange if the payment terms are not met or if facts become known indicating that our claims to the purchase price are endangered due to the buyer’s lack of financial capacity.
5. If the buyer falls into payment default or fails to honor a bill of exchange upon maturity, we are entitled to repossess the goods, if necessary enter the buyer’s premises, and remove the goods. We may also prohibit the resale and removal of the delivered goods. The repossession does not constitute a withdrawal from the contract.
6. In the cases of paragraphs 5.4 and 5.5, we may revoke the direct debit authorization (paragraph 6.5) and require advance payments for outstanding deliveries. However, the buyer can prevent these measures and the legal consequences mentioned in paragraph 5.5 by providing security in the amount of our endangered payment claim.
7. Default interest is charged at 10% per annum above the base interest rate (§ 247 BGB). This rate may be set higher or lower if we provide proof of a higher interest burden or if the buyer proves a lower burden.
8. Refusal or withholding of payment is excluded if the buyer knew of the defect or other grounds for complaint. This also applies if the buyer remained unaware of it due to gross negligence, unless we have fraudulently concealed the defect or other grounds for complaint or have given a guarantee for the condition of the goods.
   Set-off is only permitted with undisputed or legally established counterclaims. A right of retention from previous or other transactions within the ongoing business relationship cannot be asserted.
   Otherwise, payment may only be withheld to a reasonable extent due to defects or other complaints.
9. The buyer, as the invoice recipient, agrees to the transmission of electronic invoices to their email address.

 

Retention of Title

1. We retain ownership of the goods until the purchase price has been paid in full. For goods that the buyer obtains from us within the framework of an ongoing business relationship, we retain ownership until all our claims arising from the business relationship, including future claims — also from contracts concluded simultaneously or later — have been settled. This also applies if individual or all claims have been included in a running account and the balance has been drawn and acknowledged.
2. If, in connection with the buyer’s payment of the purchase price, we assume liability under a bill of exchange, the retention of title does not expire before the bill of exchange is honored by the buyer as the drawee. In case of the buyer’s payment default, we are entitled to repossess the goods after a reminder, and the buyer is obliged to surrender them.
3. If the goods subject to retention of title are combined by the buyer with other goods, we shall acquire joint ownership of the new item in proportion to the invoice value of the retained goods relative to the invoice value of the other goods and the value added through processing. If our ownership expires due to combination, mixing, or processing, the buyer hereby transfers to us, at the time of contract conclusion, the ownership rights they hold in the new item to the extent of the invoice value of the retained goods and holds them in safekeeping for us free of charge. The ownership rights arising from this shall be considered retained goods within the meaning of section 6.1.
4. The buyer must inform us immediately of any third-party access to the goods under retention of title and the assigned claims. The buyer is only permitted to sell the goods under retention of title in the ordinary course of business and under their usual business conditions, provided they are not in default, and on the condition that the claims arising from the resale are transferred to us in accordance with the following sections 6.4 to 6.5. The buyer is not entitled to dispose of the goods under retention of title in any other way.
5. The buyer’s claims arising from the resale of the goods under retention of title are hereby assigned to us. We accept this assignment. These claims serve as security to the same extent as the goods under retention of title. If the goods under retention of title are resold by the buyer together with other goods not supplied by us, the claim from the resale is assigned to us in proportion to the invoice value of our goods relative to the other goods sold. In the case of resale of goods in which we hold joint ownership shares pursuant to section 6.2, a portion corresponding to our ownership share is assigned to us.
6. The buyer is entitled to collect claims from the resale unless we revoke the collection authorization in the cases specified in section 5.6. At our request, the buyer is obliged to immediately inform their customers of the assignment to us—unless we do so ourselves—and to provide us with the necessary information and documents for collection, which may include the names and addresses of the debtors. The buyer is not entitled to further assign the claim under any circumstances. Assignment by way of genuine factoring is only permitted to the buyer on the condition that the factoring bank and the accounts maintained there for the buyer are disclosed, and that the factoring proceeds exceed the value of our secured claim. Upon crediting the factoring proceeds, our claim becomes immediately due.
7. We undertake, upon the buyer’s request, to release the securities owed to us to the extent that their realizable value exceeds the secured claims by 30%.

 

Notification of Defects, Warranty, and Liability

1. We are liable for defects within the meaning of § 434 BGB only as follows: The buyer must promptly inspect the received goods for quantity and condition. Obvious and/or detected defects, shortages, and incorrect deliveries must be reported in writing no later than within two weeks and, in any case, before processing. However, if the contract is part of the buyer’s commercial business, § 377 HGB applies with the provision that defects in delivered natural products must be reported within 3 days and defects in ceramic goods within 7 days.
2. If the buyer discovers defects in the goods, they are not allowed to dispose of them—that is, the goods may not be divided, resold, or further processed—until an agreement on the handling of the complaint has been reached or a preservation of evidence procedure has been conducted by an expert appointed by the Chamber of Industry and Commerce at the buyer’s location.
3. The buyer is furthermore obliged to give us the opportunity to inspect the reported defect on-site or, at our request, to provide the complained-about goods or samples thereof; if the buyer culpably refuses, the warranty is forfeited. The inspection must take place no later than 21 days after the complaint has been made.
4. We assume no liability for damages resulting from improper or incorrect use, faulty storage, negligent handling, or natural wear and tear.
5. In the case of justified complaints, we are entitled to determine the type of subsequent performance (replacement delivery, repair), taking into account the nature of the defect and the legitimate interests of the buyer.
6. We are not obligated to bear the expenses necessary for subsequent performance, especially transport and travel costs, insofar as they result from the purchased goods being moved to a different location of the buyer’s professional activity or commercial establishment after delivery—unless the relocation corresponds to the intended use of the item. Recourse claims pursuant to §§ 478, 479 BGB remain unaffected.
7. Recourse claims pursuant to §§ 478, 479 BGB exist only if the consumer’s claim was justified and only to the extent provided by law; they do not apply to goodwill arrangements made without our agreement. Furthermore, they require the recourse claimant to observe their own duties, in particular the obligation to give notice of defects.
8. The buyer must inform us immediately of any warranty case occurring with a consumer.
9. Claims for material defects expire after 12 months. This does not apply where the law prescribes longer periods according to § 479 BGB (recourse claim).
10. Claims for damages are subject to Section 8 (General Limitation of Liability).

 

General Limitation of Liability

1. Claims for damages and reimbursement of expenses by the buyer (hereinafter “claims for damages”), regardless of the legal grounds—especially due to breach of obligations arising from a contractual relationship or from unlawful acts—are excluded. This does not apply in cases of assuming a guarantee or procurement risk. Furthermore, it does not apply where we are mandatorily liable, for example under the Product Liability Act, in cases of gross negligence, injury to life, body, or health, as well as breach of essential contractual obligations. However, claims for damages for breach of essential contractual obligations are limited to the typical, foreseeable damage, unless gross negligence is attributable to us or liability arises due to injury to life, body, or health. This does not involve any shift in the burden of proof to the detriment of the buyer.
2. This provision applies accordingly to the buyer.

 

Data Protection

1. The buyer is hereby informed that we process the personal data collected in the course of the business relationship in accordance with the provisions of the Federal Data Protection Act. to the data protectiondeclaration

 

Place of performance, jurisdiction, applicable law

1. Place of performance and exclusive jurisdiction for deliveries and payments (including claims related to checks and bills of exchange), as well as all arising disputes, shall be the location of our company headquarters in 71272 Renningen, provided that the buyer is a merchant, a legal entity under public law, or a special public fund. However, we are entitled to sue the buyer at their place of jurisdiction.
2. The contractual relationships are governed exclusively by the laws applicable in the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).