Our General Terms and Conditions
§ 1 Scope, form
(1) The following General Terms and Conditions (GTC) apply to all our business relations with our customers (“Purchasers”). The GTC apply only if the Purchaser is an entrepreneur (section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (sections 433 and 650 BGB), as well as to the distribution of software. Unless otherwise agreed, the GTC in the version valid at the time of the Purchaser’s order or at least the version last communicated to the Purchaser in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Purchaser shall only become part of the contract if we have expressly agreed to their validity. This requirement for agreement applies in every case, for example even if the Purchaser refers to its GTC in the context of the order and we do not expressly object to this.
(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and the terms of our order confirmation take precedence over the GTC.
(5) Legally relevant declarations and notifications of the Purchaser regarding the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. The requirement for the written form within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further proof, particularly^1 in cases of doubt about the legitimacy of the declaring party, remain unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly modified or expressly excluded in these GTC.
§ 2 Conclusion of contract
(1) Our offers are non-binding and subject to change. This also applies if we have provided the Purchaser with documents such as catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), or other product descriptions – even in electronic form – to which we reserve ownership and copyright. The documents attached to an offer must be returned to us if the order is not placed with us.
(2) The Purchaser’s order of the Goods is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 4 weeks of receiving it.
(3) In the case of services, dates and prices are considered non-binding and merely indicative.
(4) Cost estimates are non-binding unless otherwise agreed in writing.
(5) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the Goods to the Purchaser.
§ 3 Delivery period and delay in delivery
(1) The delivery period is individually agreed upon or stated by us when accepting the order.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we shall inform the Purchaser immediately and at the same time notify them of the anticipated new delivery period. If the service is still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Purchaser shall be refunded immediately. Unavailability of the service can occur, for example, due to late self-delivery by our supplier, provided we have concluded a congruent hedging transaction, due to other disruptions in the supply chain such as force majeure, or if we are not obliged to procure in the individual case.
(3) The occurrence of our delay in delivery is determined by statutory provisions. In any case, a reminder from the Purchaser is required. If we are delayed in delivery, the Purchaser may claim lump-sum compensation for their damage caused by the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but not more than 5% of the delivery value of the delayed Goods. We reserve the right to prove that the Purchaser has suffered no damage or only significantly less damage than the above lump sum.
(4) The rights of the Purchaser under section 8 of these GTC and our statutory rights, particularly in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
§ 4 Delivery, transfer of risk, acceptance, default of acceptance
(1) Delivery shall be ex works, which is also the place of performance for the delivery and any subsequent performance. At the Purchaser’s request and expense, the Goods shall be shipped to another destination (sale by dispatch). In the case of sale by dispatch, a transport insurance policy shall always be taken out at the customer’s expense. Unless otherwise agreed, we are entitled to determine the type of dispatch (in particular, the transport company, dispatch route, packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the Goods passes to the Purchaser upon handover at the latest. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, passes upon delivery of the Goods to the carrier, freight forwarder or other person or institution designated to carry out the shipment. Where acceptance has been agreed, this shall be decisive for the transfer of risk. Otherwise, the statutory provisions of the contract for work and services shall apply accordingly. The handover or acceptance shall be deemed to have been rendered if the Purchaser is in default of acceptance.
(3) If the Purchaser is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the Purchaser is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).
(4) Proof of higher damage and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited against further monetary claims. The Purchaser is entitled to prove that we have suffered no damage or only significantly less damage than the above lump sum.
§ 5 Prices and payment terms
(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex works, plus statutory VAT.
(2) In the case of sale by dispatch (section 4 para. 1), the Purchaser bears the transport costs ex works and the costs of transport insurance. Any duties, fees, taxes and other public charges shall be borne by the Purchaser.
(3) The purchase price is due and payable within 14 days from the date of invoice and delivery or acceptance of the Goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
(4) Upon expiration of the aforementioned payment period, the Purchaser shall be in default. The purchase price shall carry interest during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (section 353 of the German Commercial Code (HGB)) remains unaffected in relation to merchants.
(5) The Purchaser shall only be entitled to offset or withhold payment if their claim has been legally established or is undisputed. In the event of defects in the delivery, the Purchaser’s counterclaims remain unaffected, particularly under section 7 para. 6 sentence 2 of these GTC.
(6) If it becomes apparent after conclusion of the contract (e.g. through filing to open insolvency proceedings) that our claim to the purchase price is jeopardised by the Purchaser’s lack of ability to pay, we are entitled to refuse performance in accordance with the statutory provisions and – if applicable, after setting a deadline – to withdraw from the contract (section 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
§ 6 Retention of title
(1) We retain ownership of the sold Goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Purchaser must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties gain access (e.g. seizures) to the Goods belonging to us.
(3) In the event of breach of contract by the Purchaser, particularly in the event of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and/or demand the return of the Goods on the basis of retention of title. The demand for surrender does not at the same time include the declaration of withdrawal; we are rather entitled only to demand the return of the Goods and to reserve the right to withdraw. If the Purchaser does not pay the due purchase price, we may only assert these rights if we have previously set the Purchaser a reasonable deadline for payment without success, or if such a deadline is unnecessary according to statutory provisions.
(4) Until revoked in accordance with (c) below, the Purchaser is authorised 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 also apply:
a) The retention of title extends to the full value of the products resulting from the processing, mixing or combining of our Goods, whereby we are deemed to be the manufacturer. If the ownership rights of third parties remain in effect during the processing, mixing or combining with their Goods, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined Goods. Otherwise, the same applies to the resulting product as to the Goods delivered under retention of title.
b) The claims against third parties arising from the resale of the Goods or the product are hereby assigned to us by the Purchaser as security, in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Purchaser specified in para. 2 also apply concerning the assigned claims.
c) The Purchaser remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the Purchaser meets its payment obligations towards us, there is no deficiency in its ability to pay and we do not assert the retention of title by exercising a right in accordance with para. 3. However, if this is the case, we may demand that the Purchaser informs us of the assigned claims and their debtors, provides all the necessary information for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. Moreover, in this case, we are entitled to revoke the Purchaser’s authority to further sell and process the Goods subject to retention of title.
d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Purchaser’s request.
§ 7 Purchaser’s claims for defects
(1) The Purchaser’s rights concerning material and legal defects (including incorrect and short deliveries as well as improper assembly/installation or faulty instructions) are governed by statutory provisions unless otherwise stipulated below. The statutory provisions on the sale of consumer goods (sections 474 et seq. BGB) and the Purchaser’s rights under separately issued guarantees, particularly those from the manufacturer, remain unaffected.
(2) The basis of our liability for defects is primarily the agreement reached concerning the quality and the intended use of the Goods (including accessories and instructions). All product descriptions and manufacturer’s information that are the subject of the individual contract or were publicly announced by us (especially in catalogues or on our website) at the time the contract was concluded are considered to be agreements on the quality within this meaning. If the quality has not been agreed upon, it is determined in accordance with statutory provisions whether a defect exists (section 434 para. 3 BGB). Public statements by the manufacturer or made on their behalf, particularly in advertising or on the label of the Goods, take precedence over statements by other third parties.
(3) For Goods with digital elements or other digital content, we are only liable to provide and, if necessary, update the digital content insofar as this has been expressly agreed. We do not assume liability for public statements made by the manufacturer or other third parties in this regard.
(4) We are not liable for defects that the Purchaser is aware of at the time of concluding the contract or is grossly negligent in not being aware (section 442 BGB). Furthermore, the Purchaser’s claims for defects are contingent upon their compliance with the statutory inspection and notification obligations (sections 377 and 381 HGB). For building materials and other Goods intended for installation or further processing, an inspection must be carried out in any case immediately before processing. If a defect is discovered during delivery, inspection or at any later time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not identifiable during inspection must be reported within the same period from discovery, specifying the delivery or invoice number. If the Purchaser fails to conduct proper inspection and/or provide notice of defects, our liability for the defect that was not reported, was reported late or was improperly reported is excluded according to statutory provisions. For Goods intended for mounting, attachment or installation, this applies even if the defect only became apparent after processing due to the breach of these obligations; in such cases, the Purchaser is not entitled to claims for corresponding costs (“removal and installation costs”).
(5) No warranty is provided for used equipment. Should we be commissioned to repair an item, warranty is only provided for the work actually performed.
(6) If the delivered item is defective, we can choose whether to fulfil our obligation by remedying the defect (repair) or by delivering a defect-free item (replacement). If the type of supplementary performance we choose is unreasonable for the Purchaser in a particular case, they may reject it. Our right to refuse supplementary performance under statutory conditions remains unaffected.
(7) We are entitled to make the supplementary performance owed contingent upon the Purchaser’s payment of the due purchase price. However, the Purchaser is entitled to withhold a proportionate amount of the purchase price relative to the defect.
(8) The Purchaser must provide us with the necessary time and opportunity for the supplementary performance owed, in particular by handing over the defective Goods for examination. In the case of a replacement delivery, the Purchaser must return the defective item to us at our request in accordance with statutory provisions; however, the Purchaser has no return claim. Supplementary performance does not include the removal, detachment or deinstallation of the defective item or the mounting, attachment or installation of a defect-free item unless we were originally obligated to perform such services; the Purchaser’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
(9) If there is indeed a defect, we shall bear or reimburse the expenses necessary for the examination and supplementary performance, including transport, travel, labour and material costs as well as, where applicable, removal and installation costs, according to statutory provisions and these GTC. Otherwise, we may demand reimbursement from the Purchaser for the costs incurred from an unjustified request to remedy a defect if the Purchaser knew or should have known that there was no defect.
(10) In urgent cases, such as a threat to operational safety or to prevent disproportionate damage, the Purchaser has the right to remedy the defect themselves and demand reimbursement from us for the objectively necessary expenses incurred. We must be notified of such self-performance immediately, if possible beforehand. The right of self-performance does not exist if we would be entitled to refuse the corresponding supplementary performance under statutory provisions.
(11) If a reasonable deadline set by the Purchaser for supplementary performance has expired without success or is dispensable according to statutory provisions, the Purchaser may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.
(12) The Purchaser’s claims for reimbursement of expenses according to section 445a para. 1 BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (sections 478 and 474 BGB) or a consumer contract for the provision of digital products (section 445c sentence 2, section 327 para. 5 and section 327u BGB). The Purchaser’s claims for damages or reimbursement of futile expenses (section 284 BGB) due to defects in the Goods only exist in accordance with sections § 8 and § 9 below.
(13) There is no liability for defects resulting from improper use, modification of the Goods or installation of incompatible parts. Likewise, there is no liability for wear parts. Warranty is also excluded if serial numbers, type designations or similar identifiers are removed or made illegible. Furthermore, we do not assume any warranty if the customer provides us with incorrect information, e.g. regarding technical data or the intended use of the delivered Goods.
(14) According to the current state of technology, it is not possible to create software that is entirely free of errors. We therefore do not assume any liability that the programs provided by us are error-free or meet the customer’s requirements, even if they have been created with the greatest possible care. The suitability of the programs for a particular purpose is not warranted, insofar as they are standard programs.
§ 8 Other liability
(1) Unless otherwise specified in these GTC, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We are liable for damages – regardless of the legal basis – under fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we are only liable, subject to statutory liability limitations (e.g. due care in our own affairs; minor breach of duty):
a) for damages resulting from injury to life, limb or health;
b) for damages arising from the breach of an essential contractual obligation (an obligation, the fulfilment of which is essential for the proper performance of the contract and on which the contracting party regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The limitations of liability resulting from para. 2 also apply to third parties and in the event of breaches of duty by persons (including in their favour) for whose fault we are responsible according to statutory provisions. They do not apply if a defect has been fraudulently concealed, a guarantee for the quality of the Goods has been assumed, or for claims of the Purchaser under the German Product Liability Act.
(4) The Purchaser may only withdraw from or terminate the contract due to a breach of duty that does not relate to a defect if we are responsible for the breach of duty. The Purchaser’s free right of termination (especially under sections 650 and 648 BGB) is excluded. Otherwise, the statutory provisions and legal consequences apply.
§ 9 Limitation period
(1) Notwithstanding section 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
(2) If the Goods are a building or an item that has been used in accordance with its usual purpose for a building and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with statutory regulations (section 438 para. 1 no. 2 BGB). Further special statutory provisions on limitation periods (in particular section 438 para. 1 no. 1, para. 3, sections 444 and 445b BGB) also remain unaffected.
(3) The above limitation periods under sales law also apply to the Purchaser’s contractual and non-contractual claims for damages based on a defect in the Goods, unless the application of the regular statutory limitation period (sections 195 and 199 BGB) would lead to a shorter limitation period in an individual case. The Purchaser’s claims for damages under section 8 para. 2 sentences 1 and 2 (a) as well as under the German Product Liability Act are exclusively subject to the statutory limitation periods.
§ 10 Third-party software
(1) By opening the sealed data carrier packaging, regardless of how and where it is opened, the customer acknowledges the manufacturer’s software licence terms. Subsequent return or exchange of the software is excluded after the sealed data carrier packaging has been opened. This does not affect the right to return products that are proven to be defective under the manufacturer’s warranty and statutory provisions.
(2) The performance descriptions of the software programs are determinations and descriptions by the manufacturers and authors and are not warranty promises from us.
(3) The Purchaser bears sole responsibility for selecting programs regarding hardware compatibility and the specifications they desire unless such advice from us is an express part of the contract.
(4) The parties assume that the manufacturer holds copyright to the programs to be supplied. Therefore, the manufacturer’s terms apply to their provision.
§ 11 Software development
(1) Our services also include individual software solutions. Details of the development must be agreed in writing between the parties in the form of a requirements specification. The requirements specification or an equivalent document, as well as any written amendments thereto, automatically become part of the contract.
(2) The customer receives a simple, unrestricted, non-transferable right to use the software developed by us. This means that the software developed by us may not be used simultaneously at different locations and on different devices. Copies may only be made for backup purposes and may not be passed on to third parties. A multiple-use right must be agreed separately in writing.
(3) The customer is entitled to transfer/sell the contractual software to a third party once as a whole. If the customer exercises their right to transfer the contractual software in whole or in part, they must impose contractual obligations regarding the content and scope of the usage rights on the third party. We have no liability to third parties in connection with such a transfer.
In the event of transfer, the customer must hand over all copies it has made of the contractual software to the buyer or acquirer or delete them and inform us of the transfer in writing immediately. Further distribution or sublicensing requires our consent and must be appropriately compensated.
(4) If the contractual software or parts of the contractual software are compiled, decompilation of the contractual software is only permissible if the conditions of section 69e para. 1 of the German Copyright Act (UrhG) are met. However, the information obtained may not be used or passed on contrary to the provisions of section 69e para. 2 UrhG.
(5) Copyright to source codes, development documentation, etc. remains entirely with us. Copyright and other protection notices within the contractual software may not be removed or altered. They must be transferred with every copy.
§ 12 Data protection
(1) The contracting parties undertake to treat as confidential all items (e.g. software, documents, information) received from or made known by the other contracting party before or during the performance of the contract that are legally protected, contain trade or business secrets or are designated as confidential, even beyond the end of the contract, unless they are publicly known without breaching the duty of confidentiality. The contracting parties shall store and secure these items to prevent access by third parties.
(2) The customer shall only grant access to the contractual items to employees and other third parties who need access to perform their duties. The customer must instruct these persons about the need for confidentiality.
(3) We process the customer’s data required for business transactions in compliance with data protection regulations. We may name the customer as a reference customer after successfully completing the services.
(4) If we are commissioned with the development of software, we undertake to use all data provided to us by the customer for testing purposes only for this development and to irrevocably delete it after the development is completed.
§ 13 Choice of law and jurisdiction
(1) These GTC and the contractual relationship between us and the Purchaser are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the Purchaser is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – and international – jurisdiction for all disputes arising directly or indirectly from the contractual relationship is that of our registered office in Lübeck. The same applies if the Purchaser is an entrepreneur within the meaning of section 14 BGB. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the Purchaser’s general place of jurisdiction. Priority statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected.
§ 14 Final provisions
(1) Amendments and additions to the contract must be made in writing to be effective. The requirement for the written form can only be waived in writing. Compliance with the written form is a prerequisite for the effectiveness of the declaration. Transmission in text form, particularly by fax or email, is sufficient to comply with the written form.
(2) Should individual provisions of this contract be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In such a case, the parties agree to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreement.
Version V1.0 from August 20, 2024