General terms and conditions


1. Scope of the condi­ti­ons

a) Deliveries, services, and offers of the seller are based solely on these terms and condi­ti­ons. They shall apply to all future busi­ness rela­ti­ons, even if they are not expressly agreed again. These condi­ti­ons shall be deemed accepted no later than upon accep­tance of the goods or services. Any terms and condi­ti­ons of the buyer that contra­dict or differ from these condi­ti­ons shall not apply.

b) All agree­ments between the seller and the buyer made for the purpose of execu­ting this contract must be recor­ded in writing.

2. Offer and conclu­sion of contract

a) The offers made by the seller are non-binding. Declarations of accep­tance and all orders require the writ­ten confir­ma­tion of the seller to be legally effec­tive.

b) Drawings, illus­tra­ti­ons, dimen­si­ons, weights, or other perfor­mance data are only binding if expressly agreed in writing.

c) The seller’s sales staff/agents are not autho­ri­zed to make verbal colla­te­ral agree­ments or give verbal assu­ran­ces that go beyond the content of the writ­ten contract.

3. Prices

a) Unless other­wise indi­ca­ted, the seller is bound by the prices contai­ned in his offers for 30 days from their date. Otherwise, the prices stated in the seller’s order confir­ma­tion plus the respec­tive statu­tory value-added tax shall apply. Additional deli­veries and services will be char­ged sepa­ra­tely.

b) Unless other­wise agreed, prices are in euros and are subject to value-added tax, pack­a­ging, freight, and post­age.

4. Delivery and perfor­mance time

a) Delivery dates or dead­lines, which can be binding or non-binding, require writ­ten form.

b) Delivery and perfor­mance delays due to force majeure and due to events that signi­fi­cantly impede or make deli­very impos­si­ble for the seller – in parti­cu­lar, strikes, lock­outs, offi­cial orders, etc., even if they occur at the seller’s suppli­ers or their sub-suppli­ers –, the seller shall not be respon­si­ble for them even with bindin­gly agreed dead­lines and dates. They entitle the seller to post­pone the deli­very or service for the dura­tion of the hindrance plus a reasonable lead time or to with­draw from the contract enti­rely or in part because of the unful­fil­led part.

c) If the hindrance lasts for more than three months, the buyer is entit­led to with­draw from the contract with regard to the unful­fil­led part after setting a reasonable dead­line for perfor­mance. If the deli­very time is exten­ded or the seller is released from his obli­ga­tion, the buyer cannot derive any claims for dama­ges from this. The seller can only rely on the circum­s­tances mentio­ned if he informs the buyer imme­dia­tely.

d) If the seller can fore­see that the goods cannot be deli­vered on time, he will inform the busi­ness part­ner imme­dia­tely and in writing, state the reasons for this, and, if possi­ble, give the esti­ma­ted deli­very date.

e) The seller is entit­led to make partial deli­veries and partial perfor­man­ces at any time, unless the partial deli­very or perfor­mance is not of inte­rest to the buyer.

f) The seller’s compli­ance with the deli­very and perfor­mance obli­ga­ti­ons presup­po­ses the timely and proper fulfill­ment of the buyer’s obli­ga­ti­ons.

g) If the buyer is in default of accep­tance, the seller is entit­led to demand compen­sa­tion for the damage he has suffe­red; upon occur­rence of default of accep­tance, the risk of acci­den­tal dete­rio­ra­tion and acci­den­tal loss passes to the buyer.

5. Transfer of Risk

The risk passes to the buyer as soon as the consign­ment has been handed over to the person carry­ing out the trans­port or has left the seller’s warehouse for the purpose of dispatch. If the ship­ment is delayed at the request of the buyer, the risk passes to him with the noti­fi­ca­tion of readi­ness for dispatch.

6. Buyer’s Rights in case of Defects

a) The products are deli­vered free of manu­fac­tu­ring and mate­rial defects; the period for asser­ting claims for defects is one year from deli­very of the products.

b) If the buyer fails to follow the seller’s opera­ting or main­ten­ance instruc­tions, makes chan­ges to the products, replaces parts, or uses consu­ma­bles that do not corre­spond to the origi­nal speci­fi­ca­ti­ons, claims for defects in the products will be forfei­ted if the buyer does not substan­tiate the claim that one of these circum­s­tances caused the defect.

c) The buyer must imme­dia­tely, but no later than one week after receipt of the deli­vered goods, inform the seller’s custo­mer service depart­ment in writing of any defects. Defects that cannot be detec­ted even with careful exami­na­tion within this period must be repor­ted to the seller in writing imme­dia­tely upon disco­very.

d) In the event of noti­fi­ca­tion by the buyer that the products are defec­tive, the seller shall, at his option and at his expense, demand that:

  • the defec­tive part or device be sent to the seller for repair and subse­quent return;
  • the buyer keeps the defec­tive part or device available and a service tech­ni­cian of the seller is sent to the buyer to carry out the repair.

If the buyer requests that repair work be carried out at a loca­tion of his choice, the seller may comply with this request, with repla­ced parts not being char­ged, while labor and travel costs are to be paid at the seller’s stan­dard rates.

e) If the repair fails after a reasonable period of time, the buyer may, at his option, demand a reduc­tion in compen­sa­tion or with­draw from the contract.

f) Liability for normal wear and tear is excluded.

g) Claims for defects against the seller are only available to the direct buyer and are not trans­fera­ble.

7. Retention of Title

a) Until all claims (inclu­ding all balance claims from current account) to which the seller is entit­led against the buyer for any legal reason, now or in the future, have been fulfil­led, the follo­wing secu­ri­ties are gran­ted to the seller, which he will release at his option to the extent that their value exceeds the claims by more than 20%.

b) The goods remain the property of the seller. Processing or trans­for­ma­tion is always carried out for the seller as manu­fac­tu­rer, but without obli­ga­tion for him. If the (co-)ownership of the seller is extin­gu­is­hed by connec­tion, it is alre­ady agreed that the (co-)ownership of the buyer of the unified item shall pass to the seller in propor­tion to the invoice value. The buyer shall store the (co-)ownership of the seller free of charge. Goods to which the seller is entit­led to (co-)ownership are herein­af­ter refer­red to as reser­ved goods.

c) The buyer is entit­led to process and sell the reser­ved goods in the regu­lar course of busi­ness, as long as he is not in default. Pledges or trans­fers of owner­ship as colla­te­ral are not permit­ted. The buyer now assigns all claims arising from the resale or other legal grounds (insu­rance, unlawful act) with regard to the reser­ved goods (inclu­ding balance claims from current account) to the seller as secu­rity. The seller autho­ri­zes the buyer, with the right of revo­ca­tion, to coll­ect the assi­gned claims for the account of the seller in his own name. This autho­riza­tion to coll­ect can only be revo­ked if the buyer does not properly fulfill his payment obli­ga­ti­ons.

d) In the event of third-party access to the reser­ved goods, in parti­cu­lar seizu­res, the buyer shall indi­cate the owner­ship of the seller and notify the seller imme­dia­tely so that the seller can exer­cise his owner­ship rights. To the extent that the third party is unable to reim­burse the judi­cial or extra­ju­di­cial costs incur­red in this regard to the seller, the buyer is liable for this.

e) In the event of contrac­tual brea­ches by the buyer, in parti­cu­lar default of payment, the seller is entit­led to with­draw from the contract and demand the reser­ved goods.

8. Payment

a) Unless other­wise agreed, the seller’s invoices are paya­ble without deduc­tion 10 days after the invoice is issued. The seller is entit­led, despite any other provi­si­ons made by the buyer, to initi­ally credit payments to the buyer’s older debts and will inform the buyer of the nature of the offset­ting. If costs and inte­rest have alre­ady been incur­red, the seller is entit­led to initi­ally credit the payment to the costs, then to the inte­rest, and lastly to the prin­ci­pal.

b) Payment is only deemed to have been made when the seller can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check is rede­e­med.

c) If the buyer is in default, the seller is entit­led to demand flat-rate dama­ges in the amount of 12.5% above the base inte­rest rate from the respec­tive point in time. They are to be set lower if the buyer can demons­trate a lower burden; the seller is permit­ted to demons­trate a higher damage.

d) If the seller beco­mes aware of circum­s­tances that call into ques­tion the credit­wort­hi­ness, in parti­cu­lar if a check is not hono­red or if the buyer suspends its payments or if the seller beco­mes aware of other circum­s­tances that call into ques­tion the buyer’s credit­wort­hi­ness, the seller is entit­led to demand the entire remai­ning debt even if he has accepted checks. In this case, the seller is also entit­led to demand advance payments or secu­rity depo­sits.

e) The buyer is only entit­led to offset, with­hold, or reduce payment, even if defects are clai­med or coun­ter­claims are made, if the coun­ter­claims have been legally estab­lished or are undis­pu­ted. However, the buyer is entit­led to retain payment due to coun­ter­claims arising from the same contrac­tual rela­ti­onship.

9. Design Changes

The seller reser­ves the right to make design chan­ges at any time; howe­ver, he is not obli­ga­ted to make such chan­ges to products that have alre­ady been deli­vered.

10. Liability

a) Claims for dama­ges are excluded regard­less of the nature of the breach of duty, inclu­ding unaut­ho­ri­zed actions, unless inten­tio­nal or grossly negli­gent conduct exists.

b) In the event of a breach of essen­tial contrac­tual obli­ga­ti­ons, the seller shall be liable for any negli­gence, but only up to the amount of fore­seeable damage. Claims for lost profits, saved expen­ses, claims for dama­ges by third parties, as well as for other indi­rect and conse­quen­tial dama­ges cannot be asser­ted, unless a quality feature guaran­teed by the seller is inten­ded to protect the buyer against such dama­ges.

c) The limi­ta­ti­ons of liabi­lity and exclu­si­ons in para­graphs a) and b) do not apply to claims arising from frau­du­lent conduct by the seller, as well as for liabi­lity for guaran­teed quality features, claims under product liabi­lity law, as well as dama­ges resul­ting from injury to life, body or health.

d) To the extent that the seller’s liabi­lity is excluded or limi­ted, this also applies to employees, workers, repre­sen­ta­ti­ves, and vica­rious agents of the seller.

11. Applicable Law, Jurisdiction, Partial Invalidity

a) These terms and condi­ti­ons and the entire legal rela­ti­onship between the seller and the buyer are gover­ned by the law of the Federal Republic of Germany.

b) If the buyer is a merchant or a legal entity under public law, Waiblingen is the exclu­sive place of juris­dic­tion for all dispu­tes arising directly or indi­rectly from the contrac­tual rela­ti­onship.

c) Should a provi­sion in these terms and condi­ti­ons or a provi­sion in other agree­ments be or become inef­fec­tive, the effec­ti­ve­ness of all other provi­si­ons or agree­ments shall not be affec­ted.

Höfen an der Enz, January 2021