General Terms and Conditions of Business

Section 1 Validity

The following provisions apply to all our deliveries and services and include consulting and ancillary performance. Our General Terms and Conditions of Business apply exclusively to contracts entered into with us. Other conditions shall not be deemed the contractual content, including if we do not expressly object to such conditions.

Section 2 Offers and entering into contracts

In the absence of written provisions to the contrary, our offers are subject to change without notice. Therefore, contracts are only brought about if we have issued our written confirmation of order.
Supplementary information, amendments and subsidiary agreements are subject to the written form in order to be deemed valid. This also applies to relinquishing the written form requirement.

Section 3 Prices

In the absence of agreements to the contrary, our prices apply ex works or storage location. Therefore, transport costs shall be separately charged where applicable.

Section 4 Delivery and performance time

The loading point is deemed the place of performance for our deliveries. In the case of delivery, risk shall be borne by the customer. Deliveries shall be made to the agreed location. In the case of amended instructions, the additional costs shall be borne by the customer.
Delivery dates or periods shall only be deemed binding if this has been expressly agreed upon in writing. Exceeding non-binding delivery times by not more than 8 days shall not entitle the customer under any circumstances to withdraw from the contract or claim for damages. If a period has been specified for the delivery or performance, in the case of doubt it shall commence at the time our written confirmation of order is issued.
Our delivery obligation shall be suspended as long as the customer fails to honour its payment obligations or other collaboration duties (technical requirements etc.).
If performance on our part becomes wholly or partially temporarily impossible or is considerably hampered due to force majeure, the agreed delivery time shall be extended by the duration of time in which the performance is hampered. We shall inform the customer of this without delay. The same applies to a period set by the customer for rendering the service, in particular subsequent periods in accordance with Sections 281(1), 323(1) BGB (German Civil Code). War, war-like circumstances, mobilisation, import and export bans and blockades are, in particular, deemed cases of force majeure. The following are equated with force majeure: transport obstructions; interruption of operations; delays in the delivery of raw materials, primary products; strikes; lockouts and other industrial action as well as other unforeseeable, extraordinary circumstances not caused by a party's negligence including if they affect our suppliers or their suppliers.
Prior to expiry of the delivery or performance time extended in accordance with No. 3, the customer is neither entitled to withdraw from the contract nor may claim for damages. The exclusion of the right to withdraw shall end if the performance hindrance lasts longer than 3 months. Furthermore, it shall not apply if the customer is entitled to withdraw as per agreement or by law, including without the setting of a subsequent period. If the performance hindrance lasts longer than 3 months, we shall also be entitled to withdraw from the contract.

Section 5 Delivery

We are entitled to make partial deliveries of goods or render partial services.
If we deliver the goods, the customer must ensure that swift and risk-free access to the delivery location is guaranteed, that the goods can be unloaded without delay and that an authorised person will be available to take possession of the delivery documents and sign the delivery note. If the customer violates this obligation, we may act at our own discretion, in particular refrain from delivering goods. Goods are to be unloaded without delay and professionally by the customer.
In the event of default in performance or impossibility of performance for which we are responsible, the customer may withdraw from the contract by way of setting a reasonable additional period. In other respects, the customer's claim shall be limited to the reimbursement of proven additional costs (covering purchase). This is conditional on the fact that we are notified of this by way of a reasonable period – from the time of default or the impossibility of performance onwards – in writing. In that respect, at least three comparative offers are to be obtained. Further-reaching claims for damages are excluded.

Section 6 Quality of the goods

Where reference is made to goods descriptions, in particular brochures, leaflets or processing instructions in offers, confirmation or orders or other written documents, or where these are otherwise incorporated in a contract, this is not associated with a guarantee for a certain quality or durability of the described goods. The same applies to descriptions in relevant technical standards.

Section 7 Customer's rights and obligations in the case of defects

Customers are to inspect the supplied goods without delay once they are delivered as regards their conformity with the contract, in particular with regard to the quality, intact state and other defects, or make arrangements to have the goods inspected at the delivery location. We are to be notified in writing of obvious variations or defects without delay, at the latest however 4 days following delivery of the goods. The customer must provide us with written notification of hidden defects without delay, at the latest however 3 days after they are identified by way of precisely stating the alleged individual defects. If the customer fails to honour its obligations to inspect and provide notification of defects, the goods shall be deemed authorised.
Goods for which notification of defects has been given or which are clearly faulty may not be processed or otherwise used by the customer. If the customer violates this obligation, we shall not be liable for damage attributable to the installation or other use. Furthermore, in such a case the customer shall bear the additional costs that arise in the case of rectifying defects as a result of the installation or other use and, where applicable, reimburse us for such costs.
The customer undertakes to accept goods too for which notification of defects has been given and carefully store such goods. Following our instruction, the customer is to return the faulty goods, submit these for subsequent performance or dispose of them. Rejecting the entire goods delivery in the event of a defect affecting only one part of the delivery is excluded. The person commissioned by us is to be enabled to inspect the goods for which notification of defects has been given.
If a certain quality of the goods is agreed upon, variations from this shall only constitute an insignificant defect if the suitability of the goods for the use intended as per agreement is not impaired or is only insignificantly impaired. In such a case, claims for damages as well as withdrawal from the contract regarding the defect are excluded.
If the supplied goods are faulty and they are not deemed authorised in accordance with No. 1, the customer's rights shall be determined in accordance with the statutory regulations provided nothing to the contrary is specified in these conditions.
The customer may only cite the failure of the subsequent performance if at least two attempts at providing subsequent performance have been made in vain, and at least two weeks have passed since notification of defects was provided. A period set by the customer for subsequent improvement shall be deemed inappropriate if it is less than two weeks – calculated from the day of receipt by us of the setting of the subsequent period. Subsequent periods must be set in writing.
Insofar as the customer is entitled to a statutory claim for damages regarding a defect, the amount of our liability shall be restricted to typical, foreseeable average damage. This does not apply in cases of intent or gross negligence or to damage resulting from the loss of life, physical injury or detrimental effects on health.
The limitation period for all the customer's rights regarding a defect in the supplied item shall be reduced to one year. This reduction in the limitation period does not apply if the supplied item has been used for a building structure and caused its defectiveness, or in cases of intent and gross negligence and does not apply to claims for damages regarding the loss of life, physical injury or detrimental effects on health. Furthermore, the reduction in the limitation period shall not apply provided the customer takes recourse because legal action was taken against the customer or a downstream customer in the supply chain by a consumer regarding the defect.
The same applies regarding a defect if goods other than the due goods are delivered.
The customer may not cite lacking VDE conformity as a defect if the customer's technical requirements do not permit VDE conformity. The same applies in the case of cross-border deliveries of goods or a cross-border delivery of the agreed goods in relation to the admissibility requirements of foreign testing institutions that apply at the delivery location.

Section 8 Limitation on liability

With regard to the violation of contractual obligations that are significant in respect of achieving the contractual purpose, we shall only be liable in cases of minor negligence up to the amount of typical, average occurring foreseeable damage. This does not apply to damage resulting from the loss of life, physical injury or detrimental effects on health.
With regard to the violation of other contractual obligations, we shall only be liable if the violation of an obligation is attributable to intent or gross negligence. This does not apply to damage resulting from the loss of life, physical injury or detrimental effects on health.
Numbers 1 and 2 apply accordingly to claims for damages other than contractual claims for damages, in particular claims resulting from unlawful acts, with the exception of the claims resulting from the Product Liability Act. This limitation on liability also applies in favour of our salaried employees, workers, employees, representatives and vicarious agents.

Section 9 Reservation of title

All supplied goods shall remain our property up until settlement in full of all claims resulting from our business association.
The Customer is entitled to sell the goods that are our property (reserved goods) during the course of ordinary business operations. The customer assigns to us at this point in time all claims resulting from such a resale, namely irrespective of whether or not the customer resells the reserved goods without or following processing or whether or not the goods are associated with a plot of land or with movable property. We accept this assignment.
If the reserved goods are resold following the sale or resold in conjunction with other goods that are not our property, or linked with moveable property, the customer shall assign to us the claims to which the customer is entitled from its customers in the sum of the value of the reserved goods.
If the goods supplied by us are processed or finished, the processing or finishing of the reserved goods shall occur on our behalf in the capacity of manufacturer in accordance with Section 950 BGB without this resulting in liabilities for us. If our reserved goods are processed with other moveable property, we shall acquire co-ownership of the new item in proportion of the market value of our reserved goods to that of the other processed items at the time of processing. The customer shall store the newly manufactured item free of charge on our behalf with the due care that is customary in the sales sector.
If the reserved goods or items manufactured from these are an integral element of the plot of land of a third party, the customer assigns to us at this point in time its claims that take the place of the installed items, including all ancillary rights, up to the amount of the value of the reserved goods supplied by us.
If the customer installs the reserved goods as an integral element in the customer's plot of land, the customer assigns to us at this point in time the claims resulting from the commercial sale of the plot of land, or the claims resulting from the interest in land, in the sum of the value of the reserved goods including all ancillary rights and with a priority above the rest. We accept the assignment.
The customer is authorised to collect assigned claims. This does not affect our authority to collect the claims. However, we undertake not to do this as long as the customer honours its payment obligations.
The customer's authority to sell, process or install the reserved goods during the ordinary course of business only applies as long as the customer honours its payment obligations to us. Furthermore, it shall expire if the customer's financial circumstances deteriorate significantly, in particular in the event of the threat of insolvency or in the case of the filing of an application for or the institution of insolvency proceedings regarding the customer's assets. In such cases, the customer's authority to collect claims assigned to us shall expire.
On request, the customer is to hand over to us a precise list of the claims assigned to us, including the names and addresses of its customers, the amounts of the claims and invoice dates, and make available to us all the information required to assert the assigned claims and permit the reviewing of such information.
The customer shall gratuitously store the reserved goods. The customer is to insure the reserved goods against customary risks, in particular damage caused by fire, theft and water, with customary cover. The customer is to assign to us claims for compensation to which the customer, or another person, is entitled against an insurer as a result of damage to the reserved goods, in the sum of the market value of the claims.
The customer is not permitted to pledge or transfer ownership by way of security of the claims assigned to us. The customer is to notify us without delay of seizure of the reserved goods or the assigned claims by way of stating the creditor with right of lien.
If we take back the reserved goods due to reservation of title, this shall only constitute a withdrawal from the contract if we expressly state this. We are entitled to satisfy our claims from reserved goods, which have been taken back, by way of sale in the open market.
If we take back the reserved goods due to reservation of title, this shall only constitute a withdrawal from the contract if we expressly state this. We are entitled to satisfy our claims from reserved goods, which have been taken back, by way of sale in the open market.

Section 10 Payment

Our invoices shall fall due for payment immediately without any deductions. We shall only accept cheques and bills of exchange following a corresponding agreement and only on account of performance. All expenses and costs shall be borne by the customer.
If no particular payment period has become customary or has been agreed upon in the case of an ongoing business association, at the customer's discretion the purchase price is either payable within 8 days subject to a 2% trade discount or within 30 days without any deduction. Trade discounts shall be granted on condition that the customer's account does not contain any other due invoice amounts. Only the actual goods value, including VAT but without freight or packaging, is eligible for a trade discount.
We are entitled to initially count the customer's payments towards its oldest debts. If costs and interest have been incurred or have accrued, we shall be entitled to initially count the payments towards the costs, then to the interest and finally to the principal claim. The customer's payment provisions to the contrary are irrelevant.
In the event of default in payment on the part of the customer, we shall be entitled, at our discretion, to render further deliveries and services conditional on advance payments or the provision of security, claim for damages instead of performance or withdraw from the contract. This shall not affect further-reaching claims for interest or damages.
If partial payments are agreed upon and if the customer is in arrears regarding an instalment for more than 14 days, the entire remuneration shall immediately fall due for payment.
In the event of imminent insolvency or a significant deterioration in the customer's financial circumstances, in particular in the case of filing an application for or the institution of insolvency proceedings, we shall be entitled to request the immediate payment of all outstanding invoices – and those that have not yet fallen due for payment.
Setting off is only possible by way of the customer's counterclaims that we have acknowledged or which have become res judicata.

Section 11 Place of performance and place of jurisdiction

Arnsberg is deemed the place of performance for all mutual obligations resulting from the contractual relationship.
If our contracting party is a merchant, a legal entity under public law or special public funds, Arnsberg shall similarly be deemed the place of jurisdiction for all disputes resulting from the contractual relationship by way of inclusion of potential cheque or bill protests. However, we are also entitled to bring legal action against the customer at its general place of jurisdiction.

Section 12 Applicable law

German law applies to the contractual relationship, including if the customer has its registered office abroad. Application of international sales laws is excluded.