As of: 2019
(1) These General Terms and Conditions of Sale and Delivery (VLB) apply to all our business relationships with our customers (“Buyer”). The VLB apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
(2) The VLB apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the VLB in the version valid at the time of the Buyer’s order, or in any case in the version last communicated to the Buyer in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our VLB apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract to the extent that we have expressly agreed to their application. This consent requirement applies in all cases, for example even if we execute the delivery to the Buyer without reservation with knowledge of the Buyer’s general terms and conditions.
(4) Legally relevant declarations and notifications that the Buyer must submit to us after conclusion of the contract (e.g., setting of deadlines, defect notifications, declaration of withdrawal or reduction) require text form to be effective.
(5) To the extent necessary for business purposes, we are authorized to store and process the Buyer’s data electronically within the framework of data protection laws.
(1) Our product and service offerings are non-binding. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents—including in electronic form.
(2) The Buyer’s order of the Goods constitutes a binding contractual offer. Unless otherwise indicated in the order, we are entitled to accept this contractual offer within 2 weeks of its receipt by us.
(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the Goods to the Buyer.
(1) For deliveries within Germany and abroad, the International Commercial Terms—Incoterms® 2020—published by the International Chamber of Commerce apply. Each order confirmation refers to the relevant clause (EXW = Ex Works, DAP = Delivered At Place). Unless otherwise agreed, for EXW (Incoterms® 2020), we as the seller arrange and organize the loading of the means of transport at the loading ramp and customs clearance for export from the EU as a paid service, which will be invoiced separately.
(2) If the Buyer is in default of acceptance, fails to perform a cooperative act, or if our delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs).
(3) For call-off orders, unless otherwise agreed, the Goods must be collected in approximately equal monthly quantities. The entire order quantity is deemed to have been called off one month after expiry of the period agreed for the call-off, or, in the absence of such an agreement, twelve months after conclusion of the contract. If the Buyer does not make the allocation of the ordered Goods incumbent upon him at the latest within one month after expiry of the period agreed for the allocation, or, in the absence of such an agreement, at the latest within one month after our request, we may allocate and deliver the Goods at our discretion and at the Buyer’s expense.
(4) Partial performance and corresponding invoicing are permitted, unless they are unreasonable for the Buyer.
(5) Incorrectly ordered Goods will not be taken back.
In the event of force majeure affecting us or our suppliers, our performance and delivery obligations are suspended for the duration of the disruption. The same applies in the event of energy or raw material shortages, labor disputes, official orders, or traffic or operational disruptions. If a substantial change occurs in the circumstances existing at the time of conclusion of the contract, as a result of which we cannot reasonably be expected to adhere to the contract, we are entitled to withdraw from the contract. Our contractual performance is subject to the condition that we do not thereby violate provisions of national and international foreign trade law or contravene sanctions or embargoes.
(1) The delivery period is individually agreed or specified by us upon acceptance of the order.
(2) The commencement of the delivery or performance period specified by us requires the clarification of all technical questions and the timely and proper fulfillment of the Buyer’s obligations.
(3) If we are unable to meet binding delivery periods for reasons for which we are not responsible (unavailability of performance), we will inform the Buyer immediately and at the same time communicate the expected new delivery period. If the performance is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the Buyer. Unavailability of performance in this sense includes, in particular, the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier is at fault, or we are not obliged to procure in the individual case.
(4) If an agreed delivery or performance date is exceeded for reasons for which we are responsible, the Buyer must set us a reasonable additional period in writing for delivery or performance. This additional period is at least two weeks. If delivery or performance does not occur after expiry of the additional period and the Buyer wishes to withdraw from the contract or claim damages instead of performance, the Buyer is obliged to notify us expressly in writing beforehand, setting a reasonable further additional period and requesting delivery or performance. The Buyer is obliged, at our request, to declare within a reasonable period whether he is withdrawing from the contract and/or claiming damages instead of performance due to the delay in delivery or performance, or insisting on delivery or performance.
(5) The rights of the Buyer pursuant to § 9 of these VLB and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
(1) Our prices apply EXW (Eschengrund 5, 36124 Eichenzell) Incoterms® 2020. Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight, and VAT.
(2) In the case of dispatch purchase, the Buyer bears the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges are borne by the Buyer.
(3) The purchase price is due and payable within 14 days of invoicing and delivery with 2% discount, or within 21 days net. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery wholly or partially only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.
(4) Upon expiry of the above payment period, the Buyer is in default. The purchase price must be paid with interest at the applicable statutory default interest rate during the period of default. We reserve the right to claim further default damages. Our claim to commercial maturity interest (§ 353 HGB) remains unaffected in relation to merchants.
(5) The Buyer is only entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counterclaims remain unaffected, in particular pursuant to § 8 (6) sentence 2.
(6) If the delivery or performance date is later than three months after conclusion of the contract, we are entitled, after timely notification of the Buyer and before delivery or execution, to adjust the price of the Goods or service, including transport, agreed upon conclusion of the contract to the extent that is reasonable due to cost developments beyond our control (e.g., preliminary costs, exchange rate fluctuations, changes in customs duties and fees). For framework contracts containing price agreements, the three-month period begins with the conclusion of the framework contract.
(1) Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we reserve title to the sold Goods.
(2) The Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The Buyer must notify us immediately in text form if an application for the opening of insolvency proceedings is filed or if third parties access (e.g., seizures) the Goods belonging to us.
(3) In the event of conduct by the Buyer contrary to the contract, in particular in the event of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and to demand return of the Goods on the basis of the retention of title and the withdrawal. If the Buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set the Buyer a reasonable period for payment, or if such a period is dispensable under statutory provisions.
(4) The Buyer is authorized, subject to revocation pursuant to (c) below, to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.
(a) The retention of title extends to the products resulting from the processing, mixing, or combination of our Goods to their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing, or combination with goods of third parties, their title remains, we acquire co-ownership in the ratio of the invoice values of the processed, mixed, or combined Goods. In all other respects, the same applies to the resulting product as to the Goods delivered subject to retention of title.
(b) The Buyer hereby assigns to us in full, or to the extent of our possible co-ownership share pursuant to the preceding paragraph, the claims against third parties arising from the resale of the Goods or the product as security. We accept the assignment. The obligations of the Buyer mentioned in § 5 (2) also apply with regard to the assigned claims.
(c) The Buyer remains authorized to collect the claims in addition to us. We undertake not to collect the claims as long as the Buyer meets his payment obligations to us, there is no deficiency in his ability to perform, and we do not assert the retention of title by exercising a right pursuant to § 5 (3). If this is the case, however, we may demand that the Buyer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the Buyer’s authority to resell and process the Goods subject to retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.
(1) The products we deliver comply with applicable German regulations and standards. We do not guarantee compliance with other national regulations. The purchaser undertakes to check the conformity of the products with the relevant legal systems and standards himself when using the products abroad and, if necessary, to make adjustments.
(2) The statutory provisions apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.
(3) The Buyer’s claims for defects require that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during inspection or later, we must be notified immediately, but in any case within one week in text form. Timely dispatch of the notification is sufficient to preserve rights. Regardless of this duty of inspection and notification of defects, the Buyer must notify obvious defects (including incorrect and short delivery) immediately, but in any case within one week in text form, whereby timely dispatch of the notification is also sufficient to meet the deadline. If the Buyer fails to properly inspect and/or notify defects, our liability for the defect not notified is excluded.
(4) If the delivered item is defective, we will, at our discretion, deliver a replacement or remedy the defect (subsequent performance). For this purpose, the Buyer must grant us the opportunity within a reasonable period of at least 15 working days. The Buyer must hand over the complained Goods to us for inspection purposes. In the case of replacement delivery, the Buyer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include removal of the defective item or reinstallation if we were not originally obliged to install it.
(5) We bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as any removal and installation costs, in accordance with statutory provisions if a defect actually exists, provided that the expenses do not increase because the object of delivery was subsequently moved to a location other than the original place of delivery, unless the relocation corresponds to its intended use. If there is actually no defect, we may demand reimbursement from the Buyer for the costs arising from the unjustified request for remedy of defects (in particular inspection and transport costs), unless the absence of defectiveness was not recognizable to the Buyer.
(6) If subsequent performance fails, the Buyer may reduce the remuneration or withdraw from the contract. However, withdrawal is only permissible if the customer has previously expressly threatened us with this in text form with a reasonable further additional period. In the case of an insignificant defect, there is no right of withdrawal.
(7) The Buyer’s claims for damages or reimbursement of futile expenses also exist in the event of defects only in accordance with § 9 and are otherwise excluded.
(1) Unless otherwise provided in these VLB, including the following provisions, we are liable for breach of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We are liable for damages—regardless of the legal grounds—within the framework of fault-based liability for intent and gross negligence. In the case of simple negligence, we are liable in accordance with statutory provisions as follows:
(a) for damages arising from injury to life, body, or health,
(b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfillment enables the proper performance of the contract in the first place and on whose compliance the contracting party regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
(c) in all other cases, not for damages that have not occurred to the Goods themselves, in particular not for loss of profit or other financial losses of the purchaser.
(3) The limitations of liability resulting from § 9 (2) also apply in the event of breaches of duty by or in favor of persons whose fault we are responsible for under statutory provisions. They do not apply to the extent that we have assumed a guarantee for the quality of the Goods and for claims by the Buyer under the Product Liability Act.
(4) Due to a breach of duty that does not consist of a defect, the Buyer may only withdraw or terminate if we are responsible for the breach of duty. Withdrawal or termination must be declared in writing, whereby the written form is not satisfied by email and fax. Otherwise, the statutory requirements and legal consequences apply.
(5) The above provisions apply accordingly to the Buyer’s claims for reimbursement of futile expenses.
The limitation period for claims due to defects in our deliveries and services as well as for claims due to our liability for damages is one year from delivery. This does not apply to the extent that longer periods are prescribed by law, as well as in cases of injury to life, body, or health, in the event of intentional or grossly negligent breach of duty on our part, and in the case of claims for damages under the Product Liability Act.
(1) The law of the Federal Republic of Germany applies to these VLB and the contractual relationship between us and the Buyer, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the Buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in 36124 Eichenzell, Germany. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation according to these VLB or a priority individual agreement or at the Buyer’s general place of jurisdiction. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.