Terms and Conditions

Business customers

Scope

These Terms and Conditions of Sale shall apply to entrepreneurs, legal entities under public law and special funds under public law. Our deliveries and services are provided exclusively on the basis of the following terms and conditions. Terms and conditions of the partner which are not expressly recognized by us shall not be valid.

General provisions

The contracting parties shall immediately confirm verbal agreements in detail in writing.
Orders become binding only with our order confirmation.
The information and illustrations contained in brochures and catalogues are approximate values customary in the industry unless we have expressly designated them as binding.

Long-term and call-off contracts, price adjustment

If, in the case of long-term contracts (contracts with a term of more than 6 months and unlimited contracts), a significant change occurs in the cost of wages, materials or energy, each contracting party shall be entitled to demand an appropriate adjustment of the price taking these factors into account.
In the case of delivery contracts on call, binding quantities are to be communicated to us by call at least 2 months before the delivery date, unless otherwise agreed. Additional costs caused by a delayed call-off or subsequent changes to the call-off with regard to time or quantity by our partner shall be borne by him; our calculation shall be decisive in this respect.

Confidentiality

Each contracting party shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret. This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
The obligation shall not apply to documents and knowledge which are generally known or which were already known to the contracting party at the time of receipt without the contracting party being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without making use of documents or knowledge of the other contracting party which are to be kept secret.

Prices

Our prices are in Euro excluding VAT.

Terms of payment

All invoices are due for payment within 30 days of the invoice date without any deductions. We grant a 2% discount for payment within 10 days, calculated from the invoice date.
If we have indisputably delivered partially defective goods, our partner shall nevertheless be obliged to make payment for the defect-free portion, unless the partial delivery is of no interest to him.
In the event that the target is exceeded, we shall be entitled to charge interest on arrears at the rate charged to us by the bank for overdrafts, but not less than 8% above the prime rate of the European Central Bank at the time.
In the event of late payment, we may, after written notice to the Partner, suspend performance of our obligations until payment is received.
Bills of exchange and checks shall only be accepted by agreement, as well as only on account of performance and on condition that they are discountable. Discount charges are calculated from the day the invoice amount is due. A guarantee for timely presentation of the bill of exchange and check and for raising of bill protest is excluded.
If, after conclusion of the contract, it becomes apparent that our claim for payment is jeopardized by the partner’s lack of ability to pay, we may refuse performance and set the partner a reasonable deadline within which it must pay concurrently against delivery or provide security. In the event of refusal by the partner or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and demand compensation.
The partner may only offset or assert a right of retention against our payment claims with counterclaims that have been legally established or are undisputed, unless these counterclaims result from the same legal transaction as our payment claims.

Delivery

Unless otherwise agreed, we shall deliver “free domicile” from a freight paid limit of EUR 250.00 net value of goods. Below this exemption limit, we charge pro rata postal or freight costs. This freight cost regulation is only valid for deliveries to the central warehouse or the invoice address of the customer. A so-called end customer direct delivery on behalf of our customer requires a separate regulation and settlement and is therefore excluded as a lump sum within the framework of the freight rates listed above.
The delivery period shall be deemed to have been complied with if the consignment has been dispatched within the period or – in the case of collection by the partner – readiness for collection has been notified by us.
The delivery period shall commence with the dispatch of our order confirmation and shall be reasonably extended if the prerequisites of sec. 50 are present.
Partial deliveries are permissible to a reasonable extent. They are not invoiced separately.
Within a tolerance of 10 % of the total order quantity, production-related excess or short deliveries are permissible – insofar as this is customary in the trade. According to their scope, this changes the total price.

Exchanges and returns of goods in conformity with the contract

Acceptance will be refused for returns without our written confirmation. In the case of returns that are not our fault, a flat rate of 20% of the net value of the goods will be deducted for any repackaging, inspection, reconditioning and re-storage.

Shipping and transfer of risk

These Terms and Conditions of Sale shall apply to entrepreneurs, legal entities under public law and special funds under public law. Our deliveries and services are provided exclusively on the basis of the following terms and conditions. Terms and conditions of the partner which are not expressly recognized by us shall not be valid.
Goods ready for collection shall be taken over by the partner without delay. Otherwise, we shall be entitled, at our discretion, to dispatch them or to store them at the partner’s expense and risk.
In the absence of a special agreement, we shall choose the means of transport and the transport route.
The risk shall pass to the partner when the goods are handed over to the railroad, the forwarding agent or the carrier or when storage begins, but at the latest when the goods leave the factory or warehouse, even if we have assumed responsibility for delivery.

Retention of title

We retain title to the delivered goods until all claims arising from the business relationship with the partner have been satisfied.
The partner is entitled to sell these goods in the ordinary course of business as long as he meets his obligations from the business relationship with us in due time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights in the credited resale of the reserved goods.
In the event of breaches of duty by the partner, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the partner to perform; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The partner is obliged to surrender.
The partner hereby assigns to us as security all claims and rights arising from the sale or, if applicable, the leasing to the partner of goods in which we are entitled to ownership rights. We hereby accept the assignment.
Any processing or treatment of the reserved goods shall always be carried out by the partner on our behalf. If the reserved goods are processed or inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the invoice value of the reserved goods to the other processed or mixed objects at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable items to form a single item and if the other item is to be regarded as the main item, the partner shall transfer co-ownership to us on a pro rata basis insofar as the main item belongs to him. The partner shall keep the property or co-property for us. In all other respects, the same shall apply to the item created by processing or combining or mixing as to the goods subject to retention of title.
The partner must inform us immediately of any compulsory execution measures by third parties against the goods subject to retention of title, against the claims assigned to us or against other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.
If the value of the existing securities exceeds the secured claims by more than 20% in total, we shall be obliged to release securities of our choice at the partner’s request.

Material defects

The quality of the goods shall be governed exclusively by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our partner, the latter shall assume the risk of suitability for the intended use. Decisive for the contractual condition of the goods is the time of the transfer of risk.
We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the partner or third parties without our consent. The same shall apply to defects which only insignificantly reduce the value or the suitability of the goods.
Unless otherwise agreed, the statute of limitations for material defect claims shall be governed by law.
If an acceptance of the goods or an initial sample inspection has been agreed, the notification of defects which the partner could have detected during careful acceptance or initial sample inspection shall be excluded.
We shall be given the opportunity to establish the defect complained of. Goods which are the subject of a complaint must be returned to us immediately on request; we shall bear the transport costs if the complaint is justified. If the partner does not comply with these obligations or makes changes to the goods already complained about without our consent, he shall lose any claims for material defects.
In the event of a justified notification of defects in due time, we shall, at our discretion, either repair the goods complained of or deliver a faultless replacement.
If we do not meet these obligations or do not meet them in accordance with the contract within a reasonable time, the partner may set us a final deadline in writing within which we must meet our obligations. After the unsuccessful expiry of this period, the partner may demand a reduction in the price, withdraw from the contract or carry out the necessary rectification itself or have it carried out by a third party at our expense and risk. Reimbursement of costs is excluded insofar as the expenses increase because the goods have been taken to another location after our delivery, unless this corresponds to the intended use of the goods. For further claims for damages, the provisions set forth below under Sec. 44-47. 44-47.
Statutory rights of recourse of the partner against us shall only exist insofar as the partner has not made any agreements with its customer which go beyond the statutory claims for defects. Furthermore, the scope of the right of recourse shall be governed by sec. 42 penultimate sentence accordingly.

Other claims, liability

Unless otherwise stated below, any other and further claims of the partner against us shall be excluded. This applies in particular to claims for damages for breach of duty arising from the contractual obligation and from tort. We are therefore not liable for damage that has not occurred to the delivered goods themselves. In particular, we are not liable for loss of profit or other financial losses of the partner.
The above limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or executive employees, or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or executive employees – only for reasonably foreseeable damage typical of the contract.
Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of warranted characteristics, if and to the extent that the purpose of the warranty was precisely to protect the partner against damage that did not occur to the delivered goods themselves.
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.
The statutory provisions on the burden of proof shall remain unaffected.
We are neither willing nor obliged to participate in dispute resolution proceedings before consumer arbitration boards.

Force majeure

Force majeure, labor disputes, riots, official measures, failure of our suppliers to deliver and other unforeseeable, unavoidable and serious events shall release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the contracting party concerned is in default, unless it has caused the default intentionally or by gross negligence. The contracting parties are obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

Place of performance, place of jurisdiction and applicable law

Unless otherwise stated in the order confirmation, our registered office in Herford shall be the place of performance.
Our registered office shall be the place of jurisdiction for all legal disputes, also in the context of a bill of exchange and check process. We shall also be entitled to take legal action at the partner’s registered office.
The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG – “Vienna Sales Convention”) is excluded.

Delay in delivery

If we are able to foresee that the goods cannot be delivered within the delivery period, we shall inform the partner of this immediately and in writing, inform him of the reasons for this and, if possible, state the expected delivery date.
If the delivery is delayed due to an event described in sec. 50 listed circumstance or by an act or omission of the Partner, an extension of the delivery period shall be granted which is reasonable under the circumstances.
The partner shall only be entitled to withdraw from the contract if we are responsible for the non-observance of the delivery date and the partner has unsuccessfully granted us a reasonable period of grace.