General Terms and Conditions

Section 1 Scope

(1) These General Terms and Conditions apply exclusively. We do not recognise any deviating or conflicting terms unless we have expressly agreed to them in writing. These terms of sale also apply to all future business between the parties as well as in cases where we carry out the delivery of the goods despite being aware of deviating or conflicting terms.

(2) These General Terms and Conditions only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

(1) Our offers are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. If the order constitutes an offer within the meaning of Section 145 BGB, we are entitled to accept it within a period of two weeks.

(2) A purchase contract is only concluded upon our written order confirmation. The content and scope of the purchase contract are governed solely by the content of the written order confirmation, including these General Terms and Conditions. In the absence of a written order confirmation, our prices and conditions valid on the day of delivery shall apply. It fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal commitments made prior to the conclusion of this contract are legally non-binding, and verbal agreements between the contracting parties are replaced by the written contract, unless it expressly follows from them in each case that they continue to apply as binding.

(3) Our information regarding the subject matter of the delivery or service (e.g. weights, measurements or tolerances) as well as our representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality characteristics but descriptions or markings of the delivery or service. Deviations customary in the trade and deviations that occur due to legal regulations or represent technical improvements are permissible, provided they do not impair usability for the contractually intended purpose.

(4) Additions to and amendments of the agreements made, including these General Terms and Conditions, must be declared in writing and require the acceptance of the contracting partner. With the exception of managing directors or authorised signatories, our employees are not entitled to make deviating verbal agreements. Transmission by fax is sufficient to comply with the written form; otherwise, transmission by telecommunication, in particular by e-mail, is not sufficient.

(1) Unless otherwise stated in the order confirmation, our prices are ex works Bitburg, excluding packaging and shipping costs (postage, freight, insurance, delivery fees and the like), plus the respective statutory value added tax and, in the case of export deliveries, customs duties as well as fees and other public charges.

(2) We reserve the right to adjust our prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in material prices. We will notify the contracting partner of these without delay and provide evidence on request. No price adjustment shall take place within a period of 14 days after conclusion of the contract. In the event of a price increase of more than ten per cent, the contracting partner has a right of withdrawal, provided they can demonstrate that they are being unreasonably disadvantaged by the price increase.

(3) Invoice amounts are to be paid within thirty days without any deduction unless otherwise agreed in writing. The date of receipt by us is decisive for the date of payment. Cheques are only deemed to be payment after they have been cashed. After the due date, default interest of 8% above the respective base interest rate p.a. will be charged. We reserve the right to assert further damages caused by default.

(4) We are entitled to carry out or render outstanding deliveries or services only against advance payment or the provision of security if, after conclusion of the contract, we become aware of circumstances that are likely to significantly reduce the creditworthiness of the contracting partner and that jeopardise payment of our outstanding claims by the contracting partner under the respective contractual relationship.

The contracting partner is only entitled to set off insofar as its counterclaims are undisputed or have been established by a final and non-appealable court decision, or arise from the same synallagmatic relationship. The contracting partner is only entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.

(1) Delivery is conditional on the timely and proper fulfilment of the contracting partner's obligations. The defence of non-performance of the contract remains reserved.

(2) Periods and dates for deliveries and services indicated by us are always only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. Insofar as dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.

(3) We are not liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure of suppliers to deliver, or their incorrect or untimely delivery) for which we are not responsible.

(4) Insofar as such events make it significantly more difficult or impossible for us to deliver or perform and the impediment is not only of a temporary nature, we are entitled to withdraw from the contract. In the case of impediments of temporary duration, the delivery or performance periods are extended or the delivery or performance dates are postponed by the period of the impediment plus a reasonable start-up period. Insofar as the contracting partner cannot reasonably be expected to accept the delivery or service as a result of the delay, they may withdraw from the contract by immediate written declaration to us.

(5) Unless otherwise stated in the order confirmation, delivery ex works Bitburg is agreed. Partial deliveries are permissible to a reasonable extent and may also be invoiced independently, whereby the additional delivery costs arising from the partial delivery are borne by the seller.

(6) In the event of default of acceptance or other culpable breach of duties to cooperate on the part of the contracting partner, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the contracting partner at the time of the default of acceptance or the other breach of duties to cooperate.

(1) The risk passes to the contracting partner at the latest upon handover of the delivery item (whereby the start of the loading process is decisive) to the forwarder, carrier or other third party designated to carry out the dispatch. This also applies if partial deliveries are made.

(2) If dispatch or handover is delayed as a result of a circumstance the cause of which lies with the contracting partner, the risk passes to the contracting partner from the day on which the delivery item is ready for dispatch and we have notified the contracting partner of this. Storage costs after the passing of risk are borne by the contracting partner. In the case of storage by us, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per elapsed week. The assertion and proof of higher or lower storage costs remain reserved. The shipment will only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the contracting partner and at their expense.

(1) We retain title to the delivered item until full payment of all claims arising from the purchase contract. In the event of breaches of contract by the contracting partner, in particular default of payment, we are entitled to withdraw from the contract while observing a reasonable period and to demand the return of the purchased item after such declaration.

(2) Insofar as the purchase price has not been paid in full, the contracting partner must notify us in writing without delay if the goods are encumbered with the rights of third parties in breach of contract or are otherwise exposed to interventions by third parties.

(3) The contracting partner is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, they already now assign to us all claims arising from such resale, regardless of whether this takes place before or after any processing, combination or mixing of the goods delivered under retention of title. Notwithstanding our authority to collect the claim ourselves, the contracting partner remains authorised to collect the claim even after the assignment. In this connection, we undertake not to collect the claim as long as and insofar as the contracting partner meets their payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.

(4) Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities of our choice at the request of the contracting partner.

(1) The delivered items are to be carefully inspected without delay after delivery to the contracting partner or to the third party designated by them and, should defects become apparent, these are to be reported without delay.

(2) They are deemed approved if we do not receive a written notice of defects regarding obvious defects or other defects that were recognisable during an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after discovery of the defect or any earlier point in time at which the defect was recognisable to the contracting partner during normal use of the delivery item without closer inspection, in the manner specified in Section 2 (4). At our request, the delivery item complained about is to be returned to us. In the case of a justified notice of defects, we will reimburse the costs of the most favourable shipping route; this does not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.

(3) Warranty claims can be asserted within twelve months after the passing of risk. In the case of material defects of the delivered items, we are, at our discretion to be exercised within a reasonable period, initially obliged and entitled to remedy the defect or to make a replacement delivery.

(4) In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of the remedy or replacement delivery, the contracting partner may withdraw from the contract or reduce the purchase price appropriately.

(5) If a defect is due to our fault, the contracting partner may claim damages under the conditions specified in Section 9.

(1) Beyond warranty claims, we are liable for claims for damages – in particular arising from tort, organisational fault, fault upon conclusion of the contract or any other fault-dependent claims arising from breaches of duty – in cases of intent or gross negligence on our part or on the part of a representative or vicarious agent, as well as in the case of a culpably caused injury to life, body or health in accordance with the statutory provisions. However, in cases of gross negligence our liability is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in sentence 1 or sentence 3 of this paragraph (1) also applies. In all other respects, the contractor is only liable under the Product Liability Act, for the culpable breach of cardinal obligations (cardinal obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contracting partner may regularly rely) or insofar as the seller has fraudulently concealed the defect or has assumed a guarantee for the quality of the delivery item. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in sentence 1 or sentence 3 of this paragraph (1) also applies.

(2) The provisions of the preceding paragraph (1) apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal grounds, in particular due to defects, the breach of duties arising from the obligation, or tort. They also apply to the claim for reimbursement of futile expenses. Liability for default or impossibility of performance is governed by Section 5 (3) of these provisions.

(3) A change in the burden of proof to the detriment of the client is not associated with the above provisions.

(1) The place of performance for all obligations arising from the contractual relationship is Bitburg, unless otherwise stipulated.

(2) The relationships between us and the contracting partner are governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

(3) The place of jurisdiction for all possible disputes arising from the business relationship between us and the contracting partner is, at our discretion, the Local Court (Amtsgericht) of Wittlich and the Regional Court (Landgericht) of Trier or the locally competent court at the registered office of the contracting partner. For actions against us, the Local Court of Wittlich or the Regional Court of Trier is determined as the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.