T&C

Below you will find our current general terms and conditions.
Status: March 2023

1. General and scope

(1) The following terms and conditions shall apply to all our business relations with our customers (hereinafter: “Buyer”). The terms and conditions of sale shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

(2) The Terms and Conditions of Sale shall apply in particular to contracts for the sale and delivery of movable goods (hereinafter also referred to as: Goods), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers. The Terms and Conditions of Sale shall apply in their respective version as a framework agreement also to future contracts for the sale and delivery of movable goods with the same Buyer, without our having to refer to them again in each case.

(3) Our terms and conditions of sale shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer’s GTC.

(4) A written contract or our written confirmation shall be authoritative for deviating agreements. Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be made in text form to be effective.

2. Offers, conclusion of contract

(1) Our offers are subject to change. Orders of the buyer become binding for us only by our written or printed confirmation or delivery.

3. Delivery and delay in delivery

(1) Our obligation to deliver is subject to correct and timely delivery to us.

(2) We are entitled to make partial deliveries.

(3) Short deliveries or excess deliveries of up to 10% of the contractually agreed quantity are permissible.

(4) If “prompt” has been agreed as the delivery date, the delivery period shall be 14 calendar days.

(5) In the event of a delay in delivery, the Buyer shall grant us a reasonable grace period of at least two weeks.

(6) The risk shall pass to the Buyer as soon as the goods have been handed over to the carrier or, in the case of collection by the Buyer, when the goods are made available. This also applies if we bear the transport costs.

(7) Unless expressly agreed otherwise, the Buyer shall accept goods on call within 10 weeks from the conclusion of the contract. If the purchaser does not call off the goods in due time, he shall be in default of acceptance after expiry of a further grace period of 2 weeks set in writing.

(8) If the Buyer is in default of acceptance or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

(9) Wars, pandemics, strikes, lockouts, shortages of raw materials or energy, operational or traffic disruptions, acts of government and all other cases of force majeure which prevent, delay or render uneconomical the manufacture or shipment of the goods shall release us from our obligation to deliver for the duration and to the extent of the disruption. If the disruption exceeds the duration of two months, both parties are entitled to withdraw from the contract. In the event of a partial or complete discontinuation of our sources of supply, we shall not be obliged to obtain supplies from other suppliers.

4. Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply plus VAT. statutory value added tax.

(2) If, after conclusion of the contract, there are cost increases for which we are not responsible and which we could not foresee in terms of calculation, we shall be entitled to adjust the prices accordingly.

(3) The purchase price is due and payable within 45 days net cash from the date of invoice and delivery or acceptance of the goods, unless otherwise agreed. Upon expiry of the aforementioned payment deadline, the Buyer shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert further damage caused by delay. In addition, the delay in payment shall cause all our other claims against the purchaser arising from the business relationship to become due.

(4) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the Buyer’s inability to pay (e.g. in the event of payment arrears or an application for the institution of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract. In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare rescission immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

(5) The purchase price payment shall only be deemed to be effected when the amount is finally available on one of our accounts.

(6) Offsetting with counterclaims other than undisputed or legally established counterclaims and the exercise of rights to refuse performance and rights of retention shall be excluded.

5. Sample / technical advice

(1) The samples provided by us as well as our technical and chemical data serve only for the general description of the goods. They do not include any guarantee of quality or durability and do not exempt the buyer from examining each individual delivery.

(2) The technical application advice which we provide to the best of our knowledge is non-binding and does not exempt the Buyer from checking each individual delivery for its suitability for the intended use before processing.

6. Notices of defects / warranties

(1) The purchaser shall inspect the goods immediately after delivery and notify us in writing of any material defects, incorrect deliveries or deviations in quantity without delay, but no later than one week after delivery. In the case of partial deliveries, this obligation on the part of the purchaser relates to each individual partial quantity.

(2) Hidden defects shall be notified by the Purchaser without undue delay upon discovery of the defect, but no later than twelve months after delivery.

(3) A complaint shall not entitle the Buyer to withhold payments due or to refuse acceptance of further deliveries.

(4) In the event of timely and justified complaints, the Purchaser’s claims for defects shall be limited to the right to subsequent performance. If subsequent performance by us fails, the purchaser may reduce the purchase price or, at his option, withdraw from the contract. Claims for damages according to clause 9. remain unaffected.

(5) Claims of the Buyer due to material defects shall become statute-barred one year after delivery of the object of purchase to the Customer. Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, body or health and/or claims for damages due to gross negligence or intentional damage caused by the seller. In this respect, the statutory limitation periods shall apply. We do not warrant that the product is free from patents or other proprietary rights of third parties.

(6) In the case of goods that have been sold as NT goods, secondary goods, residual items, special items, reclaimed goods, waste or similar as agreed, the Buyer shall not be entitled to any warranty rights due to a material defect.

7. Damages

(1) Contractual and non-contractual claims for damages by the Buyer arising from a slightly negligent breach of duty by us, our executive employees or our other vicarious agents shall be excluded. This shall not apply if an obligation has been breached which is essential for achieving the purpose of the contract; however, our liability shall be limited to the foreseeable damage typical for the contract and shall not exceed twice the invoice value of the goods concerned.

(2) We shall only be liable for indirect damage and for damage that was not foreseeable at the time the contract was concluded in the event of gross negligence on our part or on the part of our executive employees.

(3) The above limitations shall not apply to damages resulting from injury to life, body or health. Mandatory statutory liability provisions shall remain unaffected.

8. Retention of title

(1) The delivered goods shall remain our property until full payment of all our claims arising from the business relationship.

(2) In the event of processing of the reserved goods, we shall be deemed to be the manufacturer and shall acquire ownership of the newly created products. If the goods subject to retention of title are processed, combined or mixed together with goods owned by third parties, we shall acquire co-ownership of the resulting products in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other materials. If the goods subject to retention of title are processed, combined or mixed with a main item owned by the purchaser, the purchaser hereby assigns to us his ownership rights to the new item.

(3) All claims arising from the sale of goods which are our property or co-property are hereby assigned to us by the Buyer as security to the extent of our ownership share. Any other assignment, including within the scope of a factoring transaction, shall be inadmissible.

(4) The Buyer shall be obliged to store the reserved goods at its own expense with the due care of a prudent businessman and to insure them against the usual storage risks. He hereby assigns his claims from the insurance contracts to us.

(5) As long as the Buyer duly fulfills its obligations towards us, it shall be entitled to dispose of the reserved goods in the ordinary course of business and to collect claims from the resale of the reserved goods. However, the buyer is not entitled to pledge the reserved goods or the assigned claim to third parties or to transfer them as security. The authorization to resell shall not apply if the purchaser excludes the assignability of the claim from the resale with his customer. The purchaser shall notify us of any access by third parties to the reserved goods or the assigned claims immediately after they become known.

(6) In the event of default in payment on the part of the Buyer, we shall be entitled to demand the surrender of the reserved goods without setting a grace period and without withdrawing from the contract. In addition, the purchaser shall provide us with all necessary information and documents on the inventory of the reserved goods and the assigned claims upon first request and shall notify its customers of the assignment of claims without delay.

(7) If the value of the securities exceeds the total of our claims by more than 20 %, we shall release the excess securities at our discretion upon the Buyer’s request.

9. Final provisions

(1) The place of performance for payment shall be Hamburg.

(2) The place of jurisdiction is Hamburg. The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

(3) We shall be entitled to store the data about the Buyer that has become known to us in computerized form and to use it for our business purposes.

(4) Should one of the above conditions prove to be invalid in whole or in part, this shall not affect the validity of the remaining conditions.