General Terms and Conditions

§ 1 APPLICABILITY
(1) These sales conditions apply exclusively and only to merchants. Deviating or opposing conditions will not be recognized by us unless we have expressly agreed to them in writing.
 
(2) These sales conditions also apply to all future transactions between the parties, even if we carry out the delivery of the goods in knowledge of differing or opposing conditions.
 
(3) These General Terms and Conditions of Sale apply only to entrepreneurs, legal entities under public law, or public law special assets within the meaning of § 310 para. 1 BGB.
 
§ 2 OFFER, ACCEPTANCE
If the order constitutes an offer within the meaning of § 145 BGB, we are entitled to accept it within a period of two weeks.
 
§ 3 PRICES, PAYMENT
(1) Our prices are understood ex works, plus the respective statutory value-added tax and excluding the costs for packaging and shipping, unless expressly agreed otherwise.
 
(2) The purchase price is due for payment net upon invoicing. The purchase price is to be paid in advance when ordering. Payment on account or cash on delivery is only possible by separate written agreement. The buyer bears any additional costs arising from this. Invoices are to be paid within 14 days with a 2% discount or after 21 days without deduction. Deliveries abroad are only sent on a prepayment basis. In the event of payment delay, default interest of 8% above the respective base interest rate p.a. will be charged. We reserve the right to assert further default damages.
 
§ 4 SET-OFF, RETENTION
The buyer is only entitled to set-off to the extent that his counterclaims are undisputed or legally established. The buyer is only entitled to assert rights of retention based on counterclaims from the same contractual relationship.
 
§ 5 DELIVERY
(1) Delivery requires the timely and proper fulfillment of the buyer's obligations. The defense of non-fulfilled contract remains reserved.
 
(2) In the event of acceptance delay or any other culpable violation of cooperation obligations by the buyer, we are entitled to compensation for the resulting damage, including any additional expenses. Further claims remain reserved. The risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time of the acceptance delay or other violation of cooperation obligations.
 
(3) Delivery is made ex warehouse to the delivery address specified by the buyer. If the goods are sent abroad at the buyer's request or if the buyer chooses a special shipping method, he must bear the additional costs incurred. In the case of delivery abroad, the buyer may also be responsible for any applicable taxes and customs duties. Shipping costs for unsuccessfully sent cash on delivery shipments will be charged to the recipient, provided he is at fault. Unless otherwise agreed, information about the delivery period is non-binding.
 
§ 6 RISK TRANSFER, SHIPPING
In the event of shipping the goods at the buyer's request, the risk of accidental loss and accidental deterioration of the goods passes to the buyer at the time of dispatch.
 
§ 7 RETENTION OF TITLE
(1) Until the complete receipt of all payments, the goods remain our property. In the event of breaches of contract by the buyer, including payment delays, we are entitled to reclaim the goods.
 
(2) The buyer must handle the goods with care, insure them appropriately, and, if necessary, maintain them.
 
(3) Insofar as the purchase price has not been paid in full, the buyer must inform us immediately in writing if the goods are encumbered with third-party rights or otherwise exposed to third-party interventions.
 
(4) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he already now assigns all claims from such resale, whether this occurs before or after any processing of the goods delivered under retention of title, to us. Regardless of our authority to collect the claim ourselves, the buyer remains authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and to the extent that the buyer fulfills his payment obligations, no application for the opening of insolvency or similar proceedings has been filed, and no payment cessation exists.
 
(5) Insofar as the aforementioned securities exceed the secured claims by more than 10%, we are obliged to release the securities at the buyer's request at our discretion.
 
§ 8 WARRANTY
(1) A prerequisite for any warranty rights of the buyer is the proper fulfillment of all inspection and notification obligations owed under § 377 HGB.
 
(2) Warranty claims can be asserted within 12 months after the transfer of risk.
 
(3) In the case of defects in the goods, the buyer has the right to subsequent performance in the form of remedying the defect or delivering a defect-free item. If subsequent performance fails, the buyer is entitled to reduce the purchase price or withdraw from the contract.
 
§ 9 LIABILITY
(1) In the event of intent or gross negligence on our part or on the part of our representatives or agents, we are liable according to the statutory provisions; likewise in the case of culpable violation of essential contractual obligations. Unless there is an intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.
 
(2) Liability for culpable injury to life, body, or health, as well as liability under the Product Liability Act, remains unaffected.
 
(3) Unless expressly provided otherwise above, our liability is excluded.
 
§ 10 APPLICABLE LAW, JURISDICTION
(1) This contract is governed by the law of the Federal Republic of Germany (excluding the UN Sales Convention).
 
(2) The place of performance and the exclusive jurisdiction for all disputes arising from or in connection with this contract is Ennepetal.