General Terms of Business

  1. Scope

1.1 These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The general terms and conditions of sale only apply 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 paragraph 1 BGB.

1.2 Our general terms and conditions of sale apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement also applies if the buyer refers to his general terms and conditions as part of the order and we have not expressly objected to the general terms and conditions.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable property (“Goods”). It does not take into account whether we produce the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time of the buyer's order or in the version last communicated to him in text form as a framework agreement also for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis (note : as a precautionary measure, the General Terms and Conditions of Sale should always be attached to the order confirmation).

1.4 Individual agreements made with the buyer in individual cases (including additional agreements, additions and changes) and information 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 is decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications from the buyer regarding the contract (e.g. notices of defects, setting deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements as well as further evidence (if necessary in the event of doubts about the legitimacy of the person making the declaration) remain unaffected.

1.6 If references are made to the validity of legal regulations, it should be noted that these only have a clarifying meaning. The statutory provisions apply - even if no corresponding clarification has been made - within the limits in which they are not modified or excluded by the General Conditions of Sale.

  1. Offer and conclusion of contract

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs as well as other product descriptions or documents (including in electronic form). We reserve ownership rights and copyrights to all documents provided to the buyer in connection with the placing of the order. These documents may not be made accessible to third parties unless we give the buyer our express written consent to do so.

2.2 When the buyer orders the goods, it is a non-binding contract offer in accordance with Section 145 of the German Civil Code (BGB). In the event that nothing else arises from the order, we are entitled to accept this contract offer within two weeks of receipt of it.

2.3 Acceptance of the contract offer by the buyer can be declared either in writing (e.g. through an order confirmation) or by delivery of the goods to the buyer. In the event that we as the seller do not accept the buyer's offer within the period specified in Section 2.2. accept, documents sent to the buyer must be returned to us immediately.

  1. Prices and payment arrangements

3.1 Unless otherwise agreed in writing in individual cases, our current prices ex warehouse at the time the contract is concluded, plus statutory sales tax. The costs of packaging will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, transportation and sales costs for deliveries made 3 months or later after conclusion of the contract.

3.2 Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a discount is only permitted if there is a special written agreement.

3.3 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

3.4 The buyer is in default if the above payment deadline expires. During the default, interest is to be paid on the purchase price at the applicable statutory default interest rate in accordance with Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of nine percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest in accordance with Section 353 of the German Commercial Code (HGB) remains unaffected from merchants.

3.5 If it becomes apparent after conclusion of the contract that our right to payment of the purchase price is at risk due to the buyer's lack of ability to pay (e.g. due to an application to open insolvency proceedings), we are entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw after setting a deadline entitled by the contract (§ 321 BGB). In the case of contracts in which the production of unreasonable items (custom-made items) is owed, we can immediately declare withdrawal. The legal regulations regarding the dispensability of setting a deadline remain unaffected in this respect.

  1. Retention rights

The buyer is only entitled to offsetting or retention rights in the event that his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer's counter-rights, in particular in accordance with Section 8.6 Sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

  1. Delivery period and delay in delivery

5.1 The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approximately 12 weeks from the conclusion of the contract.

5.2 In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the buyer of this circumstance immediately and, at the same time, inform the buyer of the expected or new delivery deadline. If a late delivery cannot take place within the newly announced delivery period due to unavailability of the service, we are entitled to withdraw from the contract in whole or in part; We must immediately reimburse any consideration already provided by the buyer (in the form of the purchase price payment). The non-availability of the service occurs, for example, if our supplier did not deliver on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g. due to force majeure) or if we have to procure in individual cases are not obliged.

5.3 Whether we as the seller are in default of delivery is determined by the statutory provisions. However, the prerequisite for a delay in delivery from us as the seller is a reminder from the buyer. In the event that there is a delay in delivery, the buyer can claim flat-rate compensation for damages caused by the delay. The flat rate for damages amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to provide appropriate proof that the buyer suffered no damage or only suffered less damage than the above flat rate.

5.4 The buyer's rights in accordance with Section 9 of these General Terms and Conditions of Sale and our legally standardized rights, particularly in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), remain unaffected.

  1. Delivery, transfer of risk, acceptance, delay in acceptance

6.1 Delivery takes place ex warehouse. The warehouse is also the place of fulfillment for delivery and the place for any subsequent fulfillment. In the event that the buyer wishes to have the goods shipped to another destination (shipment purchase), he must bear the shipping costs. In the event that nothing has been agreed contractually, we can decide on the type of shipping ourselves (packaging, shipping route, transport company).

6.2 When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration passes to the buyer. In the context of a mail order purchase, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred to the freight forwarder or carrier upon delivery of the goods. In the event of a contractual agreement to accept the goods, this is decisive for the transfer of risk. Further statutory provisions of contract law for work and services remain unaffected. The handover or acceptance of the goods is deemed to be the same if the buyer is in default of acceptance.

6.3 In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we have a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, we will provide the buyer with a flat-rate compensation amounting to: 30 EUR per calendar day (beginning with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Legal claims on our part (reimbursement of additional expenses, appropriate compensation, termination) as well as proof of greater damage remain unaffected.

6.4 Proof of greater damage and our legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; However, the flat rate must be offset against further monetary claims. However, the buyer reserves the right to prove that we have suffered no damage at all or only incurred significantly less damage than the above flat rate.

  1. Retention of title

7.1 We reserve ownership of the delivered goods until all of our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

7.2 Until the secured claims have been paid in full, the goods subject to retention of title may neither be pledged to third parties nor assigned as security. The buyer must notify us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the buyer is liable for the loss incurred by us.

7.3 In the event of the buyer's behavior in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not include a declaration of withdrawal; Rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. In the event that the buyer does not pay the purchase price due, we must have given the buyer a reasonable deadline for payment before asserting these rights without success. This only applies if such a deadline is not unnecessary according to the legal regulations.

  1. Buyer’s claims for defects

8.1 The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery), unless otherwise specified below. This does not affect the legal provisions regarding the purchase of consumer goods (§§ 474 ff. BGB).

8.2 Agreements that we have made with buyers regarding the quality and intended use of the goods regularly form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions that are the subject of the individual contract or that were made public by us (particularly in catalogs or on our Internet homepage) at the time the contract was concluded. In the event that no quality has been agreed, whether a defect exists must be assessed in accordance with the provisions of Section 434 Paragraph 3 of the German Civil Code (BGB).

8.3 We are not liable for defects that the buyer is aware of at the time the contract is concluded or is not aware of due to gross negligence in accordance with Section 442 of the German Civil Code (BGB).

8.4 The buyer's claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). A written notification to us must be made immediately if a defect becomes apparent during the delivery, the inspection or at a later point in time. Defects of any kind such as quality deviations, incomplete delivery, incorrect delivery must be reported to us immediately within 5 working days. Analytical defects must be reported immediately by the buyer within 21 days. In the event that the buyer neglects or does not fulfill his obligation to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely or improper manner is excluded in accordance with statutory provisions.

8.5 If the goods delivered are defective, we as the seller have the right to choose whether we provide subsequent performance by eliminating the defect (repair) or by delivering a defect-free item (subsequent delivery). In the event that the type of supplementary performance we have chosen is unreasonable for the buyer in the individual case, he can refuse it. However, we reserve the right to refuse supplementary performance under the legal requirements. We are also entitled to make the supplementary performance to be provided by us dependent on the buyer paying the purchase price due. However, the buyer has the right to withhold a portion of the purchase price that is proportionate to the defect.

8.6 The buyer must give us the necessary time and opportunity to carry out the subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we carry out a subsequent delivery of an item that is free of defects, the buyer must return the defective item to us in accordance with legal regulations. However, the buyer is not entitled to a return claim.

8.7 We will reimburse the expenses that are necessary for testing purposes and subsequent performance (transport, labor and material costs as well as dismantling and installation costs, if applicable) in accordance with the legal regulations and these General Terms and Conditions of Sale in the event that a defect exists. However, we can demand reimbursement of costs incurred by the buyer due to an unjustified request for the removal of defects in the event that the buyer knew or could have recognized that there was actually no defect.

8.8 The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses if there is an urgent case (e.g. in the event of danger in relation to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if the work is carried out himself. In the event that we would be entitled to refuse supplementary performance in accordance with legal regulations, the buyer has no right to do so himself.

8.9 In accordance with the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price if a deadline set by the buyer for supplementary performance has expired without success or is unnecessary under the statutory provisions. However, in the event of a non-significant defect, the buyer does not have the right to withdraw from the contract.

8.10 The buyer's claims for reimbursement of expenses in accordance with Section 445a Paragraph 1 BGB are excluded.

8.11 Claims for damages or claims for reimbursement of wasted expenses by the buyer (§ 284 BGB) only exist in accordance with Section 9 and Section 10, even in the event of a defect.

  1. Other Liability

9.1 We as the seller are liable, unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, for violations of contractual and non-contractual obligations in accordance with the statutory provisions.

9.2 Within the scope of liability for fault, we are liable for damages, regardless of the legal basis, only in the case of intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory liability limitations (e.g. care in our own affairs; insignificant breach of duty):

  1. a) for damage resulting from injury to life, body or health,
  2. b) for damages that result from the violation of an essential contractual obligation (obligations whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner relies and may also rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

9.3 The limitations of liability resulting from Section 10.2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible according to statutory provisions. If a defect was fraudulently concealed and a guarantee was given for the quality of the goods, the limitations of liability do not apply. This also applies to claims by the buyer under the Product Liability Act.

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

9.5 The buyer's right of termination (in particular in accordance with Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

  1. Choice of law and place of jurisdiction

10.1 The law of the Federal Republic of Germany applies to these General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

10.2 If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, Potsdam is the exclusive and international place of jurisdiction for all matters arising directly or indirectly from the contractual relationship resulting disputes. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

10.3 We are also entitled to file a lawsuit at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions of Sale or a priority individual agreement or at the buyer's general place of jurisdiction. This does not affect primary legal regulations (exclusive places of jurisdiction).