Standard business conditions

1. General Scope

These business conditions shall apply to all present and future business relations. Consumers in the sense of these business conditions shall be such natural persons with whom business relations are entered into, without such natural persons entertaining business activities or being self-employed. Entrepreneurs in the sense of these business conditions shall be such natural persons or legal entities or business partnerships having legal capacity with whom business relations are entered into, such entities entertaining business activities or being self-employed. Consumers as well as entrepreneurs shall be customers in the sense of these business conditions. Our deliveries and services shall be provided exclusively on the basis of the following business conditions. Any deviating, conflicting or supplementary General Terms and Conditions of Business shall not become an integral part of our contracts, even if known to us, unless their validity is expressly recognized by us in writing.

2. Conclusion of Contracts

Our quotes are non-binding. We reserve the right to make reasonable technical changes as well as any reasonable changes of shape, color and/or weight. By ordering merchandise, customers declare in a binding manner that they intend to purchase the merchandise ordered. We shall be entitled to accept the contractual offer made by the order within two weeks upon having received it. Such acceptance can be done in writing or by delivering the merchandise to the customer. If customers order merchandise by electronic means, we will confirm the receipt of the order immediately. The confirmation of receipt shall not constitute a binding acceptance of the order. The confirmation of receipt may be combined with the acceptance of the order. The conclusion of the contract shall be subject to the correct and timely delivery by our suppliers to us. This shall only apply to such cases where a non-delivery is beyond our control, in particular where we have concluded a congruent hedging transaction with our supplier. Customers will be informed immediately about services that are not available. The compensation shall be refunded without delay. If customers order merchandise by electronic means, the contractual text shall be saved by us and sent to customers by email, as desired, together with these General Terms and Conditions.

3. Delivery

If nothing else has been agreed on, delivery shall be “ex works”. The delivery period shall begin on the day of our confirmation of orders, but not until all details of the services have been clarified. The delivery period shall be deemed to have been met if we have given notification of our readiness to dispatch in time, if we are unable to dispatch the merchandise through no fault of our own. The delivery periods stated by us are only approximate. We shall only be liable for the meeting of delivery periods and dates if we have guaranteed them expressly. Delivery periods shall be extended – without prejudice to our rights from customer delays – by the time period in which customers delay meeting their obligations under this or a different contract. If we exceed the delivery period, customers shall have to allow for an appropriate grace period. When that grace period has expired, customers may withdraw from their contract insofar as we have not given them a notification of the readiness of the merchandise for dispatch. Customers may not reject partial deliveries. Force majeure and events by which delivery is heavily impaired or rendered impossible, such events including a subsequent unavailability of materials, price increases as well as government directives - shall entitle us to postpone the delivery for the duration of the hindrance plus an appropriate starting time or to withdraw from the contract because of the part that has not been fulfilled yet, without the other party being able to claim any damage because of this. This includes cases where such hindrances occur in the business of our suppliers. Customers may demand that we let them know if we will withdraw from the contract or make a delivery within an appropriate period of time. If we do not make such a declaration, customers may withdraw from the contract. We shall not be liable for any conditions that are due to non-performance by our suppliers or other third parties on whose cooperation our deliveries depend, neither shall we be responsible for any faults of our subcontractors (with the exception of any damage due to intention).

4. Current Contracts

If specified or unspecified quantities are to be delivered by and by in partial deliveries, we will try to distribute such partial deliveries as evenly as possible, with reference to their timing and extent; customers shall be obligated to accept such partial deliveries.

5. Prices

Our prices are quoted in Euros, excluding packaging, freight, postage and insurance.

6. Payment Conditions

All invoices shall be due for payment within 10 days after the date of the invoice, without any discount. After that period has elapsed, customers shall be in default of payment. If the payment terms are not met, we shall be entitled to charge default interest in the amount of that is charged by the bank for current account overdraft facilities. Such default interest shall amount to a minimum of 5% above the base rate for consumers and 8% above the base rate for entrepreneurs. If we partially delivered indisputably faulty goods, customers shall nonetheless be obligated to pay for the fault-free portion of the delivery unless customer are not interested in such partial delivery. As a matter of fact, customers may only offset their payments against any counterclaims that have been legally determined or that are undisputed. Any right of retention may only be exercised if the counterclaim is derived from the same contract. We shall be entitled to offset with and against any claims that are due to us from customers or due to customers from ourselves. Such offsetting shall also be permissible when claims or counterclaims are not due yet. In such cases charges shall be made according to value dates.

7. Reservation of Ownership

In the case of contracts with consumers we shall reserve ownership of the merchandise until the purchase price has been paid in full. In the case of contracts with entrepreneurs we shall reserve ownership of the merchandise until all claims from the business relationship have been paid in full. Customers shall be obligated to inform us immediately if third parties have access to the merchandise, such as in the case of seizures. They shall also inform us without delay if the merchandise is damaged or destroyed. If merchandise changes ownership or if customers change their residence they shall have to inform us immediately, too. If customers breach any of their obligations, e.g. in case of default of payment, we shall be entitled to withdraw from the contract or to take the merchandise back, after expiration of a reasonable deadline set for the customer. The statutory provisions on the dispensability of setting deadlines shall remain unaffected. Customers shall be obligated to hand over the merchandise. We shall be entitled to withdraw from the contract if insolvency proceedings are filed concerning a customer’s assets. Entrepreneurs shall be entitled to sell the merchandise in the course of regular business transactions. Even now, customers shall assign all claims from a resale to third parties, up to the amount of our invoice. We shall accept such assignment. Upon the assignment, entrepreneurs shall be authorized to collect the amount that is due. We reserve the right to collect the amount due to us ourselves as soon as entrepreneurs do not fulfill their payment obligations properly so they are in default. Any processing of the merchandise performed by entrepreneurs will always be for us. If the merchandise is processed with objects that don’t belong to us, we will acquire a co-ownership of the new object, in the ratio of the value of the merchandise supplied by us to the value of the other objects processed. The same shall apply if the merchandise is mixed with other objects not belonging to us. The customers shall safekeep the objects owned or co-owned by us. Besides, the items created by the processing or mixing process shall be subject to the same provisions as the merchandise subject to retention of title.

8. Acceptance

If merchandise is to be specially checked and accepted by customers' agents, this has to be agreed expressly when the order is placed. In the case of such an acceptance we shall pay for the material costs incurred, while the personal acceptance and test costs are paid by the customer. If special quality requirements have been agreed on, customers may accept the merchandise at the manufacturing plant. If this right is not exercised immediately upon notification of the readiness for dispatch, the merchandise shall be considered to have been delivered according to contract upon having left the manufacturing plant. Quality provisions shall be the standard provisions of the manufacturer’s country. Special offers at exceptional prices as well as any downgraded materials are to be inspected before they are shipped. Otherwise the merchandise shall be considered to have been shipped according to contract when it leaves our storage or manufacturing plant. Subsequent complaints shall be excluded.

9. Dispatch and Transfer of Risk

If the customer is an entrepreneur, the risk of accidental destruction and accidental deterioration of the merchandise shall be transferred to the customer at the time of handing over or, in the case of mail order purchases, at the time of delivery to the shipping company, the carrier or other person or institution. If the customer is a consumer, the risk of accidental destruction and accidental deterioration of the merchandise shall be transferred to the customer at the time of handing over. This shall also apply to mail order purchases. If the customer is in default of acceptance, the handing-over shall be deemed to have taken place.

10. Liability for Defects

The properties of the merchandise shall be subject exclusively to the technical shipping instructions agreed on. If we are to deliver the merchandise according to drawings, specifications, samples, etc. of our customers, they shall accept the risk of suitability for the intended purposes. The contractual condition of the merchandise shall be determined at the time of transfer of risks acc. to section 9. If the customer is an entrepreneur, we shall initially furnish a warranty at our discretion, by performing a rework or providing a replacement. If the customer is a consumer, he/she may choose a supplemental performance by way of a rework or a replacement. However, we shall be entitled to refuse the supplemental performance chosen if it would entail disproportionate costs and the other option of having a supplemental performance would not mean a substantial disadvantage for the consumer. If the supplemental performance fails, the customer may, as a matter of principle, demand a price reduction or a cancellation of the contract. In the case of minor breaches of contract, in particular in the case of minor defects, the customer may not cancel the contract, however. Entrepreneurs shall have to inform us in writing about obvious defects within a period of two weeks upon receipt of the merchandise; otherwise the assertion of a warranty claim shall be excluded. If such a notice is sent in time, the deadline shall be deemed to have been met. The entrepreneur shall be responsible for providing evidence that the qualifying conditions for warranty claims have been met, especially where the defect itself is concerned, but this shall also apply to the time of detecting the defect and for the timeliness of the claim. Consumers shall have to inform us in writing of any obvious defects within a period of two months after the defective condition of the merchandise has been detected. For the keeping of such period the receipt of such notice by ourselves shall prevail. If the consumer fails to notify us in this manner, the warranty claims shall expire two months after the defect has been detected. This shall not apply if the vendor has acted maliciously. The consumer shall have to provide evidence of the time of detection of the defect. If the consumer's decision to buy the merchandise was based on inaccurate claims made by the manufacturer, he/she will have to provide evidence of this. In the case of used merchandise the consumer shall have to provide evidence of the defectiveness of the merchandise. If the customer insists on cancelling the contract after a supplemental performance because of a legal or quality defect has failed, he/she shall not be entitled to any other damage claims because of the defect. If the customer chooses compensation after a supplemental performance has failed, the merchandise shall remain with the customer if this is reasonable. The compensation shall be limited to the difference between the purchase price and the value of the defective merchandise. This shall not apply if we have caused the violation of the contract maliciously. The warranty period for entrepreneurs shall be one year from delivery of the merchandise. The warranty period for consumers shall be two years from delivery of the merchandise. The warranty period for used merchandise shall be one year upon delivery of the merchandise. This shall not apply if the customer has not informed us in time about the defect. If the customer receives faulty assembly instructions, we shall only be obligated to supply flawless assembly instructions, but only if the flaws in the assembly instructions prevent a proper assembly. The customer shall not receive any guarantees in the legal sense from us. The manufacturer warranty shall remain unaffected by this.

11. Limitations of Liability

In the case of slightly negligent breaches of duty our liability shall be limited to foreseeable, typical, direct average damages. This shall also apply to slightly negligent breaches of duty on the part of your legal representatives or subcontractors. We shall not be liable to entrepreneurs in the case of slightly negligent violations of negligible contractual duties. The aforementioned limitations of liability shall not affect customer claims that are related to product liability. Neither shall the limitations of liability apply in the event of bodily harm or impaired health or the loss of our customer's life. Damage claims on the part of our customers based on a defect shall become time-barred a year after delivery of the merchandise. This shall not apply if we have acted maliciously.

12. Final Provisions

The laws of the Federal Republic of Germany shall apply. The If the customer is a trader, a legal entity under public law or federal special funds under public law, our registered office shall be the exclusive place of jurisdiction for any legal proceedings under this contract. The same shall apply for customers who do not have their general place of jurisdiction in Germany, or whose place of abode or regular place of residence is unknown at the time of the action being filed. If any provisions of this contract with our customer, including our general conditions of business should be or become ineffective completely or in parts, this shall not affect the validity of any other provisions. The provision that is ineffective completely or in parts shall be replaced by a provision that is as close as possible to the economic purpose of the ineffective provision.