General Terms and Conditions

SAs of July 2023

1. General Provisions

1.1. The following Terms and Conditions of Sale and Delivery exclusively govern the business relationship between the supplier and the customer. The customer's general terms and conditions shall not apply, even if the customer refers to them in connection with their order and the supplier does not expressly object. Any assurances, side agreements, as well as amendments or additions to these Terms and Conditions of Sale and Delivery must be made in writing. This also applies to any waiver of the requirement for written form.

1.2. All offers are non-binding and subject to change without notice. A contract is only concluded upon written order confirmation by the supplier, or at the latest, upon acceptance of the delivery by the customer.

1.3. Employees and other representatives of the supplier are neither authorized nor empowered to make verbal agreements that deviate from the written content of the contract. Therefore, only what has been confirmed in writing by the supplier shall be considered part of the contract. Unless otherwise agreed in writing by both parties, the content and scope of the deliveries and services owed shall be determined by the supplier’s order confirmation.

2. Delivery time

2.1. Delivery times are non-binding unless they have been expressly confirmed in writing as binding. The delivery period begins on the date the order confirmation is sent and is considered met if the goods have left the supplier’s premises or if the readiness for dispatch has been communicated by the end of the delivery period. The delivery period does not begin until all terms of the transaction have been agreed upon and all technical details have been clarified.

2.2. The delivery period shall be reasonably extended—even in cases of delay—if unforeseen obstacles arise that the supplier could not have prevented despite exercising reasonable care under the circumstances. This applies in particular to operational disruptions—whether in the supplier’s own operations or in third-party operations on which production or transport depends—caused, for example, by war, strikes, lockouts, civil unrest, shortages of raw materials or energy, failure of transport or logistics systems, labor restrictions, or similar events that prevent the supplier from meeting the delivery deadline. The customer will be informed without delay once such an obstacle becomes known, unless the obstacle is already publicly known.

2.3. The delivery period shall also be extended by the duration of any delay on the part of the customer in fulfilling their obligations under this or any other related agreement, without prejudice to any further rights of the supplier.

2.4. The customer is only entitled to withdraw from the contract due to non-compliance with the delivery period if the delay is attributable to the supplier, the delivery is due, and the customer has granted a grace period of four weeks in writing without success. After this period has expired, the customer may assert their statutory rights, provided that in cases of slight negligence, the supplier’s liability for damages is limited to the purchase price and to such damages that arise from procuring the goods elsewhere. Any further claims are excluded in such cases.

2.5. Compliance with the delivery period is in all cases subject to proper and timely self-supply, the absence of technical defects, and the approval of the products manufactured by us by our quality management.

3. Prices

3.1. The prices stated in the order confirmation shall be binding.

3.2. The supplier reserves the right to reasonably increase prices if, after the conclusion of the contract, cost factors such as wages, freight rates, energy costs, VAT, customs duties, supplier price increases, exchange rate fluctuations, etc. rise—unless delivery takes place within 4 months of the order confirmation.

3.3. Orders for which fixed prices have not been expressly agreed upon will be invoiced at the prices valid on the day of delivery. If the customer does not explicitly request a written quotation before the start of repair work, billing will be based on actual time and materials using standard calculation rates.

3.4. Any changes in an agreed foreign currency or the exchange rate to the euro occurring after the conclusion of the contract shall be borne by the client.

3.5. The stated prices apply to delivery ex works / warehouse Pulheim, excluding packaging and freight costs, plus the value-added tax applicable by law at the time.

4. Payment

4.1. Payments shall be made in euros within 14 days from the invoice date without any deduction of discount. If this period is exceeded by more than 14 days, the supplier is entitled to charge default interest of at least 9% p.a. (5% p.a. for non-merchants) above the base interest rate (pursuant to §247 BGB) on the invoice amount; the client reserves the right to prove a lower loss, and the supplier reserves the right to prove a higher loss.

4.2. Bills of exchange, checks, and other payment instruments will only be accepted by the supplier upon prior agreement and only on account of performance, provided they are discountable. Discount charges will be calculated from the due date of the invoice amount. The costs of collection, bank interest, and bank charges shall be borne by the client.

4.3. For new customers and orders exceeding €5,000, the supplier may require an advance payment or a partial payment corresponding to the value of the services already rendered.

4.4. The client may not offset claims that are not recognized by the supplier, unless the counterclaim is undisputed or has been legally established in favor of the client.

4.5. If the supplier becomes aware of circumstances indicating the client's limited creditworthiness, the supplier shall be entitled—even after the conclusion of the contract and beyond the provisions of § 321 BGB—to demand immediate security or payment of outstanding claims. If the client defaults on any part of their obligations, the supplier shall be entitled to declare all outstanding claims immediately due.

5. Delivery, Shipping, Freight, Transfer of Risk

5.1. The written order confirmation shall be decisive for the execution of the order. The supplier expressly reserves the right to make technical changes in the interest of improvements.

5.2. At the client's request, the goods may be shipped at the client's expense and risk. In such cases, the risk shall pass to the client upon delivery to the client's shipping agent, but no later than when the goods leave the supplier's factory or warehouse—even if the shipment does not originate from the place of performance. If no specific instructions are given, the supplier shall choose the shipping method, means of transport, and protective packaging at their discretion, without liability—except in cases of intent or gross negligence.

5.3. If the goods are ready for shipment and dispatch or acceptance is delayed for reasons not attributable to the supplier, the risk shall pass to the client upon receipt of the notice of readiness for shipment, provided the client is responsible for the delay. If the delay is caused by a third party, the supplier shall only be liable for damage to the goods in cases of intent or gross negligence.

5.4. If the client does not accept delivery within a reasonable period after notification of completion or, in the case of scheduled shipment, fails to promptly take delivery, the supplier is entitled to store the goods at the client's expense and risk, either in their own facility or in a third-party forwarding or storage warehouse. The same applies if delivery or shipment of the goods is postponed at the client's request or becomes impossible for an extended period due to circumstances attributable to the client.

5.5. If the client fails to accept the goods due to circumstances not attributable to the supplier, or cancels the order in whole or in part, a compensation and cancellation fee of at least 20% of the remaining order value shall become due.

5.6. Unless the supplier arranges transport insurance for certain products in advance at the client's expense, such insurance will only be taken out upon the client's request and at their cost. In this case, the supplier will charge the resulting costs but assumes no liability for the settlement of any insurance claims.

5.7. The supplier is entitled to make partial deliveries under the overall order and to invoice them separately.

5.8. As the supplier sources goods partly from other companies, the supplier reserves the right to withdraw from the contract if and to the extent that the upstream supplier is released from its delivery obligation to the supplier by law, contract, or its terms and conditions. In such cases, the client will be informed without delay. For goods delivered after August 13, 2005, § 10 (2) of the German Electrical and Electronic Equipment Act (ElektroG) applies. Accordingly, the client is responsible for the reuse, recycling, or proper disposal of the goods. Deviating agreements are only valid if made in writing in advance.

6. Retention of Title

6.1. The delivered goods (retained goods) shall remain the property of the supplier. In the case of payments by bill of exchange or check, ownership shall not transfer until the instrument has been honored; in the case of check-bill transactions (rediscounted bills), our retention of title remains in effect regardless of the check payment until the bill has been honored.

6.2. All rights, in particular ownership, copyrights, and similar rights to technical drawings, assembly instructions, and other documents provided or otherwise handed over to the client, shall remain with the supplier and are not transferred to the client. The client may not pass these documents on to third parties.

6.3. The processing or transformation of the delivered retained goods is always carried out on behalf of the supplier, without any obligations arising for the supplier as a result. If the goods delivered by the supplier are mixed, combined, or processed with other items, the client hereby assigns their ownership or co-ownership rights in the mixed inventory or new items to the supplier. If the supplier's ownership expires due to combination, mixing, or processing, the client hereby transfers to the supplier their ownership or expectant rights in the new inventory or item in proportion to the invoice value of the retained goods and shall store them free of charge for the supplier. The resulting co-ownership rights shall be considered retained goods within the meaning of Section 6.1.

6.4. The client is entitled and authorized to resell the retained goods in the ordinary course of business, but not to pledge them or transfer them by way of security, provided it is ensured that the claim arising from the resale is transferred to the supplier. For this purpose, the client hereby assigns to the supplier the claim to the purchase price, including all ancillary rights, arising from the resale of the goods. The supplier hereby accepts this assignment. This also applies to the resale of mixed, combined, or processed goods as defined in Section 6.3.

6.5. Notwithstanding the assignment, which is initially not to be disclosed to the third-party purchaser, the client is entitled to collect the assigned claims as long as they fulfill their obligations to the supplier and are not subject to financial collapse. However, the supplier reserves the right to revoke the authorization to collect the claims and to collect them directly. Upon request, the client must issue a separate assignment declaration, provide the names of the third-party purchasers, and notify them of the assignment. Furthermore, the client must provide the supplier with all information necessary to enforce the assigned claims.

6.6. The client is not authorized to reassign, pledge, or transfer the supplier’s retention rights to third parties. The client must immediately inform the supplier of any actual or impending seizure of the retained rights by third parties and must clearly identify the supplier’s retention rights as such. Any intervention costs incurred by the supplier shall be borne by the client.

7. Warranty and Compensation for Damages

7.1. If the delivered goods are defective, the client—if a merchant—is obliged to inspect the goods and, if a defect is discovered, to notify the supplier without delay. This also applies to repairs.

7.2. If a defect is reported in due time, the supplier shall initially provide subsequent performance in accordance with statutory provisions. If the supplier refuses subsequent performance entirely or if it fails, the client shall have the right to reduce the purchase price or to withdraw from the contract.

7.3. Further warranty claims as well as claims for damages of any kind, including claims for consequential damages and costs, are excluded. The supplier is therefore not liable for damages that did not occur to the delivered item itself; in particular, no liability is assumed for loss of profit or other financial losses of the client, such as contractual penalties, operational downtime, labor costs, or other consequential damages. The above exclusion of liability does not apply if the cause of the damage is based on intent or gross negligence.

7.4. The warranty period for merchants is 12 months, starting from the transfer of risk. This period is a limitation period and also applies to claims for damages, unless they are based on unlawful acts. The warranty does not apply to defects that were known to the customer at the time of purchase (§ 442 BGB).

8. Legal Relationships, Place of Performance, and Jurisdiction

8.1. The contractual relationships shall be governed exclusively by the laws of the Federal Republic of Germany. The application of international sales law (CISG) is excluded.

8.2. The place of performance is Cologne, unless the supplier explicitly designates a different place of performance.

8.3. If the client is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be Cologne. In all other cases, Cologne shall be the place of jurisdiction if the client relocates their residence or habitual place of abode outside the territory of the Federal Republic of Germany after the conclusion of the contract, or if their residence or habitual place of abode is unknown at the time legal action is filed.

9. Legal Relationship with Consumers

9.1. The business relationship between the supplier and the consumer, as defined in Section 13 of the German Civil Code (BGB), shall be governed by the provisions of Section 312b BGB.

9.2. Any complaints regarding completeness or transport damage must be reported within 24 hours of receipt of the goods.

9.3. The consumer may revoke the order within two weeks of placing it. The revocation must be made either in written form or by returning the goods within the specified period. Timely dispatch is sufficient to meet the deadline. Section 357 BGB applies.

9.4. In the event of withdrawal or revocation pursuant to Clause 9.3, the consumer is obliged to return the goods. The supplier bears the risk of return shipment. The consumer shall bear the return shipping costs up to an amount of €40.00, unless the delivered goods do not correspond to the order.

9.5. If the goods are used in accordance with their intended purpose before revocation or withdrawal, the consumer must provide compensation for any loss in value, unless the depreciation is solely due to the inspection of the goods.

10. Final Provisions

10.1. Should individual provisions of these terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the statutory provision that most closely reflects the intent of the contracting parties.

10.2. In accordance with Section 26 of the German Federal Data Protection Act (BDSG), the contractor is hereby informed that the supplier stores and uses their data electronically.

10.3. Pursuant to Section 7 of the German Act Against Unfair Competition (UWG), the client may object to the use of their data at any time, without incurring any costs other than the transmission costs.