Terms and conditions
1. General Provisions
We sell exclusively subject to our terms and conditions. These are deemed accepted upon the buyer placing an order. Deviating terms from the buyer are binding on us only if we have acknowledged them in writing; no express objection is required.
We accept verbal or telephone orders solely at the buyer's risk. Verbal or telephone statements made by us are binding only if confirmed by us in writing. Specifications regarding dimensions, weight, quality, price, performance, and the like—whether in catalogs, illustrations, etc.—are merely approximate values; they become binding only if confirmed by us in the contract.
2. Delivery Time and Scope of Delivery
Stated delivery times are non-binding, and the scope of delivery is subject to change.
Delivery times shall be extended in the event of unforeseen obstacles affecting us or our suppliers (e.g., operational disruptions, government intervention, industrial action, delays in raw material supplies, etc.). The customer's right to withdraw from the contract after the expiration of a reasonable grace period remains unaffected. Claims for damages—particularly regarding consequential damages resulting from late delivery—are excluded.
3. Offers, Prices
Our offers apply only to the scope of delivery specified in the inquiry. All prices—including those in offers, catalogs, and price lists—are quoted in Euros (€) and are subject to change without notice. In principle, prices exclude statutory VAT. The basis for invoicing shall be the prices valid on the day of delivery, even if different prices were agreed upon at the time of contract conclusion. Prices are based on the ordered quantities; a subsequent reduction in the order quantity entitles us to increase the prices.
Prices are quoted ex-warehouse Bremen or ex-manufacturing plant, excluding packaging, shipping, and loading costs. We select packaging appropriate for the purpose; it is charged at cost price and is non-returnable. Goods that have been delivered but are free of defects will only be accepted for return with our express consent. We reserve the right to deduct at least 20% of the refundable amount to cover resulting administrative costs.
Custom-made products are excluded from return.
4. Terms of Payment
All invoices are due for payment net within 14 calendar days of the invoice date. In the event of late payment, dunning charges will be levied. Default interest will be charged at a rate of 2% above the Bundesbank discount rate.
We may demand immediate cash payment for the goods if there is a significant deterioration in the buyer's financial circumstances or if, after the contract is concluded, we become aware that the buyer was already experiencing payment difficulties at the time the contract was signed. We reserve the right to make deliveries only against cash on delivery or prepayment, or to withdraw from the contract, without the buyer being entitled to assert any claims against us as a result. Payment orders, assignments of claims, checks, and bills of exchange will be accepted only by special agreement and solely on account of performance (*zahlungshalber*), not in lieu of performance (*an Erfüllung statt*). All costs arising from this shall be borne by the buyer.
We are entitled to offset our claims against those of the buyer, regardless of the legal grounds, even if the mutual claims have different due dates. Where applicable, this right applies only to the balance.
5. Transfer of Risk
If the goods are shipped to the customer at their request, the risk of accidental loss or damage to the goods passes to the customer upon delivery to the supplier's shipping agent, but at the latest upon leaving the warehouse or factory, regardless of whether shipment originates from the place of performance and who bears the freight costs.
6. Retention of Title
The goods remain our property (reserved goods) until all claims, regardless of their legal basis, including future or contingent claims, even those arising from contracts concluded simultaneously or subsequently, have been satisfied. This also applies if payments are made against specifically designated claims. If the reserved goods are processed or inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods used at the time of processing or mixing. The resulting co-ownership rights are considered reserved goods within the meaning of these terms and conditions. If our goods are combined or inseparably mixed with other movable objects to form a single item, and the other item is to be regarded as the principal item, the buyer transfers proportionate co-ownership to us to the extent that the principal item belongs to him. For the costs incurred through processing.
7. Liability for Defects
Under no circumstances do we warrant that the ordered goods are suitable for the purpose intended by the purchaser or that they can be used or processed under the conditions prevailing at the purchaser’s or their customer’s premises; rather, it is the purchaser’s responsibility to verify this prior to use or processing.
The purchaser must notify us in writing of any defects in the delivered goods immediately upon discovery. The notification period is a maximum of one week for defects detectable during an inspection that is feasible in the ordinary course of business, and a maximum of eight weeks for other defects, calculated from the time the goods arrive at the purchaser’s premises.
If the purchaser fails to provide immediate or timely notification of a defect, or if the goods are altered after the defect has been discovered or could have been discovered, the purchaser forfeits all warranty rights. Defects in a portion of the delivered goods do not entitle the purchaser to reject the entire delivery.
If a properly submitted notice of defect is justified, we shall supply replacement goods, though only after the defective goods have been returned to us. Alternatively, we may elect to rectify the defective goods or reduce the purchase price.
If we have opted for replacement delivery or rectification and fall into default in performing this obligation, the purchaser may set a reasonable grace period; if we fail to perform the obligation upon expiration of that period, the purchaser may, at their discretion, demand a reduction in the purchase price or rescission of the contract.
8. Liability for Consequential Defects and Other Damages
We shall be liable to direct customers in accordance with statutory provisions regarding defects in the purchased products or defective packaging. In this regard, the customer must comply with obligations concerning inspection and proper handling; failure to do so may affect liability claims.
Where technical advice, information, recommendations, etc., are provided, the buyer is responsible for verifying that the purchased product is suitable for the intended purpose. The seller is not liable if the product fails to meet expected performance levels due to the seller being unaware of actual operating conditions.
The maximum amount claimable for consequential damages shall be 100% of the purchase price.
Consequential damages resulting from delivery beyond the confirmed delivery date are excluded.
All claims under this Section 8 shall become time-barred six months after the event causing the damage or upon the expiration of the warranty period. The buyer shall have no rights other than those specified herein; in particular, the buyer may not claim compensation for damages.
9. Place of Performance and Place of Jurisdiction
The place of performance is Niedersachsen. The place of jurisdiction for both contracting parties—provided they are persons within the meaning of Section 24 of the General Terms and Conditions Act (AGB-Gesetz)—shall also be Niedersachsen; this applies even to lawsuits involving bills of exchange or cheques. We are also entitled to sue the Buyer at their general place of jurisdiction. The foregoing also applies to any parties liable for the Buyer’s obligations. 10. Validity and Legal Basis
Should any of the foregoing provisions be invalid in whole or in part, it shall be applied in a manner that reflects its intended meaning, in accordance with the legally correct wording. The remaining provisions shall remain unaffected.
The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany.
January 2020
If the goods are shipped to the customer at their request, the risk of accidental loss or damage to the goods passes to the customer upon delivery to the supplier's shipping agent, but at the latest upon leaving the warehouse or factory, regardless of whether shipment originates from the place of performance and who bears the freight costs.
6. Retention of Title
The goods remain our property (reserved goods) until all claims, regardless of their legal basis, including future or contingent claims, even those arising from contracts concluded simultaneously or subsequently, have been satisfied. This also applies if payments are made against specifically designated claims. If the reserved goods are processed or inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods used at the time of processing or mixing. The resulting co-ownership rights are considered reserved goods within the meaning of these terms and conditions. If our goods are combined or inseparably mixed with other movable objects to form a single item, and the other item is to be regarded as the principal item, the buyer transfers proportionate co-ownership to us to the extent that the principal item belongs to him. For the costs incurred through processing.
7. Liability for Defects
Under no circumstances do we warrant that the ordered goods are suitable for the purpose intended by the purchaser or that they can be used or processed under the conditions prevailing at the purchaser’s or their customer’s premises; rather, it is the purchaser’s responsibility to verify this prior to use or processing.
The purchaser must notify us in writing of any defects in the delivered goods immediately upon discovery. The notification period is a maximum of one week for defects detectable during an inspection that is feasible in the ordinary course of business, and a maximum of eight weeks for other defects, calculated from the time the goods arrive at the purchaser’s premises.
If the purchaser fails to provide immediate or timely notification of a defect, or if the goods are altered after the defect has been discovered or could have been discovered, the purchaser forfeits all warranty rights. Defects in a portion of the delivered goods do not entitle the purchaser to reject the entire delivery.
If a properly submitted notice of defect is justified, we shall supply replacement goods, though only after the defective goods have been returned to us. Alternatively, we may elect to rectify the defective goods or reduce the purchase price.
If we have opted for replacement delivery or rectification and fall into default in performing this obligation, the purchaser may set a reasonable grace period; if we fail to perform the obligation upon expiration of that period, the purchaser may, at their discretion, demand a reduction in the purchase price or rescission of the contract.
8. Liability for Consequential Defects and Other Damages
We shall be liable to direct customers in accordance with statutory provisions regarding defects in the purchased products or defective packaging. In this regard, the customer must comply with obligations concerning inspection and proper handling; failure to do so may affect liability claims.
Where technical advice, information, recommendations, etc., are provided, the buyer is responsible for verifying that the purchased product is suitable for the intended purpose. The seller is not liable if the product fails to meet expected performance levels due to the seller being unaware of actual operating conditions.
The maximum amount claimable for consequential damages shall be 100% of the purchase price.
Consequential damages resulting from delivery beyond the confirmed delivery date are excluded.
All claims under this Section 8 shall become time-barred six months after the event causing the damage or upon the expiration of the warranty period. The buyer shall have no rights other than those specified herein; in particular, the buyer may not claim compensation for damages.
9. Place of Performance and Place of Jurisdiction
The place of performance is Niedersachsen. The place of jurisdiction for both contracting parties—provided they are persons within the meaning of Section 24 of the General Terms and Conditions Act (AGB-Gesetz)—shall also be Niedersachsen; this applies even to lawsuits involving bills of exchange or cheques. We are also entitled to sue the Buyer at their general place of jurisdiction. The foregoing also applies to any parties liable for the Buyer’s obligations. 10. Validity and Legal Basis
Should any of the foregoing provisions be invalid in whole or in part, it shall be applied in a manner that reflects its intended meaning, in accordance with the legally correct wording. The remaining provisions shall remain unaffected.
The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany.
January 2020