General Terms and Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers (“Buyer”), provided the Buyer is an entrepreneur (§ 14 German Civil Code – BGB), a legal entity under public law, or a special fund under public law.
(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or procure them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer’s order, or in any case in the version most recently provided to the Buyer in text form, shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.
(3) Our GTCS apply exclusively. Deviating, conflicting, 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 applicability. This requirement of express consent applies in all cases, for example even if the Buyer refers to its own terms and conditions during the ordering process and we do not expressly object.
(4) Individual agreements (e.g., framework supply agreements, quality assurance agreements) and the details in our order confirmation shall take precedence over these GTCS. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris, in the version applicable at the time the contract is concluded.
(5) Legally relevant declarations and notifications by the Buyer in relation to the contract, including any amendments to this clause, must be made in writing.

§ 2 Conclusion of Contract

(1) Our offers are non-binding and subject to change without notice. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions, or documentation – including in electronic form – to which we retain ownership and intellectual property rights.
(2) The Buyer's order of the goods shall be deemed a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt. Acceptance may be declared either in writing or by delivering the goods to the Buyer.

§ 3 Prices and Terms of Payment

(1) Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion shall apply, ex stock, plus statutory VAT and excluding packaging costs.
(2) In the case of a sale involving shipment of goods, the Buyer shall bear the transport costs from the warehouse, the costs of transport insurance, as well as any customs duties, fees, taxes, and other public charges.
(3) The purchase price is due and payable within 30 days from the date of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, also within the context of an ongoing business relationship, to make delivery in whole or in part only against advance payment. We will declare such a reservation at the latest in the order confirmation. The statutory provisions regarding default in payment shall apply.
(4) Unless a fixed price agreement has been made, subsequent price changes shall remain reserved for deliveries taking place more than 3 months after the conclusion of the contract.
(5) The buyer shall be entitled to rights of set-off or retention only to the extent that his claim has been legally established or is undisputed. The buyer’s counterclaims in the event of defects shall remain unaffected.
(6) If, after conclusion of the contract, it becomes apparent (e.g. through the filing of an application for insolvency proceedings) that our claim to the purchase price is at risk due to the buyer’s lack of financial capacity, we shall be entitled – if applicable, after setting a deadline – to withdraw from the contract.

§ 4 Delivery and Acceptance

(1) The delivery period shall be agreed individually or, respectively, specified by us upon acceptance of the order. If this is not the case, the delivery period shall be 8 weeks from the conclusion of the contract.
(2) If we are unable to meet delivery deadlines for reasons beyond our control, in particular due to delayed supply from our own suppliers despite a congruent covering transaction or due to other disruptions in the supply chain such as force majeure, we shall inform the buyer without undue delay and at the same time communicate the new expected delivery date. If performance is still not possible within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the buyer will be refunded without delay.
(3) For the occurrence of our delivery default, a grace period of at least two weeks must always be set by the buyer. If we fall into delivery default, the buyer may demand, as compensation for his damage caused by the delay, a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage or only significantly less damage than the above-mentioned lump sum.
(4) Delivery shall be made ex warehouse Hamburg, which is also the place of performance for the delivery and any subsequent performance. Upon the buyer's request and at the buyer's expense, the goods shall be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of shipment ourselves (in particular the transport company, shipping route, and packaging).
(5) The risk of accidental loss or accidental deterioration of the goods shall pass to the buyer at the latest upon handover; in the case of a sale by dispatch, the risk shall already pass upon delivery of the goods to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment. Where acceptance has been agreed, it shall be decisive for the transfer of risk. In all other respects, the statutory provisions of contract law for work and services shall apply accordingly to the agreed acceptance. Handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.
(6) If the buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we shall be entitled to claim compensation for any resulting damages, including additional expenses (e.g., storage costs). For this purpose, we shall charge a lump-sum compensation amounting to 1% of the invoice value per commenced month, starting from the expiry of the delivery period or the notification of readiness for dispatch. The right to claim higher damages remains unaffected; however, the lump sum shall be offset against any further monetary claims. The buyer shall be entitled to prove that we have incurred no damage or only significantly less damage than the above-mentioned lump sum.

§ 5 Retention of Title

(1) Until full payment of all our present and future claims arising from the contract and/or an ongoing business relationship (secured claims) has been made, we retain title to the goods sold. In the event of a breach of contract by the buyer – in particular, failure to pay the due purchase price – we shall be entitled, in accordance with statutory provisions, to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title. A demand for the return of the goods shall not at the same time constitute a declaration of withdrawal.
(2) Goods subject to retention of title may not be pledged to third parties or transferred by way of security before full payment of the secured claims has been made. The buyer must inform us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., through attachment) gain access to the goods belonging to us.
(3) Until revoked in accordance with (c) below, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods, to their full value, whereby we shall be deemed the manufacturer. If, in the course of processing, mixing, or combining with goods of third parties, their ownership rights remain in effect, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The claims arising from the resale of the goods or the product against third parties are hereby assigned by the buyer to us already now in full or in the amount of our possible coownership share pursuant to the above paragraph by way of security. We accept the assignment. The obligations of the buyer stated in paragraph 2 shall also apply with regard to the assigned claims.
(c) The buyer shall remain authorized to collect the receivables alongside us. We undertake not to collect the receivables ourselves as long as the buyer fulfills his payment obligations towards us, there is no lack of his financial capacity, and we do not assert the retention of title by exercising a right pursuant to paragraph 3. However, if this is the case, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. Furthermore, in such a case, we shall be entitled to revoke the buyer’s authority to further resell and process the goods subject to retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice upon the buyer's request.

§ 6 liability

(1) The buyer’s rights in the event of material defects and defects of title shall be governed by the statutory provisions, unless otherwise stipulated below.
(2) We do not assume any liability for public statements made by the manufacturer or other third parties and are generally not liable for defects of which the buyer is aware at the time of contract conclusion or which the buyer fails to detect due to gross negligence. Furthermore, the buyer’s claims for defects are subject to the condition that he has fulfilled his statutory duties of inspection and notification. In any case, inspection must take place before processing. Obvious defects must be reported in writing within three working days of delivery, and non-obvious defects within the same period after their discovery. Goods not properly and timely reported as defective shall be deemed approved and accepted.
If a defect becomes apparent only after processing due to a breach of these obligations, the buyer shall in particular have no claim for reimbursement of removal and installation costs. Complaints regarding quantity or packaging are excluded unless a corresponding note has been made on the delivery note, bill of lading, or receipt. Furthermore, any complaint is excluded once the buyer has mixed, reused, resold, or started processing the delivered goods.
(3) If the delivered item is defective, we shall first have the right to choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Furthermore, we are entitled to make the owed subsequent performance conditional upon the buyer’s payment of the due purchase price or a portion thereof that is reasonable in relation to the defect.
(4) The buyer shall grant us the necessary time and opportunity to carry out the owed subsequent performance, in particular by handing over the rejected goods for inspection purposes. In the event of a replacement delivery, the buyer shall, upon our request, return the defective item to us in accordance with the statutory provisions. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs and – subject to paragraph 2 – any removal and installation costs, provided that a defect actually exists. Otherwise, we may demand reimbursement of the costs incurred from the unjustified request for defect rectification if the buyer knew or should have known that no defect actually existed.
(5) Claims by the buyer for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase.
(6) We shall be liable for damages – regardless of the legal basis – including towards third parties, only in cases of intent or gross negligence. In the event of simple negligence, we shall be liable only for damages resulting from injury to life, body, or health, or for damages arising from the breach of an essential contractual obligation; in such cases, however, our liability shall be limited to compensation for the foreseeable damage typical for this type of contract.
(7) The limitation period for all claims arising from or in connection with material defects and defects of title shall be one year from the date of delivery. Where acceptance has been agreed, the limitation period shall commence upon acceptance. Statutory special provisions on limitation, in particular under the Product Liability Act, shall remain unaffected.

§ 7 Choice of Law and Place of Jurisdiction

(1) These General Terms and Conditions of Sale and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG)
(2) The exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Hamburg. However, in all cases, we shall also be entitled to bring an action at the place of performance of the delivery obligation pursuant to these General Terms and Conditions or a prevailing individual agreement, or at the buyer’s general place of jurisdiction.