General Business Conditions

1. General

1.1

Our general terms and conditions apply to all future deliveries of goods and services that we provide to the customer. Conflicting or different conditions of the customer are not accepted by us, unless we have expressly agreed to their validity in writing. This also applies if we carry out the delivery without reservation in the knowledge of contrary or different conditions of the customer. An explicit objection from us is not required.

1.2

These general conditions of sale, delivery and payment apply only to entrepreneurs, legal persons under public law and special funds under public law in the sense of §§ 14, 310 (1) BGB.

2. Offer, Prices

2.1

Our offers are subjects to confirmation and apply only to the scope of delivery stated in the request. All prices are basically net in EUR. The legal value added tax is not included in the prices. It will be shown separately in the invoice at the statutory rate on the day of invoicing. The calculation basis is based on the prices valid on the day of delivery, even if others were agreed upon conclusion of the contract. The prices are offered according to the order quantities. Subsequent reduction of the order quantity entitles us to increase the prices.

2.2

The prices are ex works excluding packaging, shipping and handling costs. The packaging is chosen by us appropriately, calculated at cost and not taken back.

2.3

Verbal agreements or declarations on our part are only binding if they are confirmed by us in writing. The information on dimensions, weight, quality, price, performance and the like given in offers, specifications, illustrations etc. are only indicative. They become binding when we confirm them in the contract.

3. Contract & delivery

3.1

The contract is either by our written acceptance of the offer, order confirmation or at the latest with the delivery of goods to conditions. All ancillary agreements and changes require our written confirmation.

3.2

The customer agrees that we obtain information about his creditworthiness and his financial situation. In the case of a negative information, we reserve the right to deliver the goods only against prepayment.

3.3

For the scope of delivery, the written order confirmation by us alone shall prevail. A delivery period is considered as close to being agreed. The scope of delivery is subject to change.

3.4

The delivery period begins with the dispatch of our order confirmation and is adhered to if the goods have left the factory / warehouse by the end of the delivery period or if we have reported readiness for shipment of the goods. Unless otherwise agreed in the contract, partial deliveries are permitted by us, as well as premature deliveries, then their and not the originally agreed date is relevant.

3.5

The delivery time is extended if unforeseen obstacles occur for us or our suppliers for which we are not responsible (for example, breakdowns, official interventions, strikes, force majeure, labor disputes, delays in the delivery of raw materials, etc.). The agreed delivery periods and deadlines are extended by the duration of the delay plus a reasonable start-up time. The obstacles are communicated to the customer immediately. If the delay lasts more than three months, he is entitled, after setting a reasonable grace period, to withdraw from the contract, if this is not yet fulfilled. We are also entitled to this right, although the period of grace is not required in this case. Claims for damages, in particular with regard to consequential damages due to late or non-fulfillment of the purchase contract for this reason, are excluded.

3.6

If the shipment is delayed at the request of the customer, then the costs incurred by the storage shall be charged by us at storage in the factory / warehouse, but at least 0.5% of the invoice amount of the delayed delivery for each month starting one month after notification of readiness for shipment , We shall have the right to otherwise dispose of the delivery item after setting and fruitless expiry of a reasonable period of time and to supply the buyer with a reasonably extended period. Compliance with the delivery period requires the fulfillment of all contractual obligations of the customer.

3.7

Return of delivered but not faulty goods can be effected only with our express approval. We reserve the right to charge the resulting administration costs an additional deduction of the amount to be refunded. Custom-made products are generally excluded from the return.

4. Payment

4.1

All invoices are due for payment according to the payment date after the invoice date, strictly net without any deductions. All bank charges associated with the settlement of the invoice amount are borne by the debtor. In case of default dunning costs will be charged. Default interest is charged at 8% above the Bundesbank discount rate.

4.2

Immediate cash payment of the goods can be demanded of us if in the financial s of the buyer a substantial deterioration occurs or if we receive after conclusion of contract knowledge that the buyer was in contract difficulties in payment. We reserve the right to deliver only against cash on delivery or advance payment or to withdraw from the contract, without the buyer from the claims against us can derive. Payment authorizations, assignment of claims will be accepted by special agreement and only on account of payment, but not to fulfillment instead. All resulting costs are at the expense of the buyer. Checks and bills of exchange are not accepted by us as payment method.

4.3

We are entitled to offset our claims against those of the buyer, regardless of the legal grounds, even if the reciprocal claims are due in different ways. In the given case, this entitlement only applies to the balance.

5. Transfer of risk

5.1

Unless otherwise stated in the purchase contract, delivery is agreed “ex works”. If the goods are sent to the purchaser at the request of the purchaser, the risk of accidental loss and accidental deterioration of the goods to the customer, irrespective of whether they are delivered to the supplier’s shipping agent or at the latest when leaving the warehouse or factory the shipment is made from the place of performance and who bears the freight charges.

5.2

If the goods are ready for dispatch and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for shipment.

6. Retention of title

6.1

The goods shall remain our property (reserved goods) until the fulfillment of all claims arising from the business relationship with the customer. In the event of breach of contract by the customer, in particular in case of default of payment, we are entitled to take back the goods, in which a withdrawal from the contract is to be seen.

6.2

In the case of seizures or other interventions by third parties, the customer must notify us in writing without delay so that we can file a third-party objection action in accordance with § 771 ZPO.

6.3

The customer is entitled to resell the reserved goods in the ordinary course of business. All resulting claims against third parties shall be assigned by the customer to the seller in advance in the amount of the respective invoice value (including value added tax). This assignment applies regardless of whether the reserved goods have been resold without or after processing. The customer remains authorized to collect the claims even after the assignment. The right of the seller to collect the claims himself remains unaffected. However, the seller will not collect the claims as long as the customer meets his payment obligations to the seller, does not default on payment and has not filed for insolvency proceedings. If this is the case, we can demand that the customer notify us of the assigned claims and the debtors, provide all information necessary for collection, hand over the related documents and notify the debtors (third parties) of the abatement.

6.4

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 proportion of the invoice value of the reserved goods to the invoice value of the other goods used at the time of processing or blending (including value added tax). The resulting co-ownership rights are considered reserved goods within the meaning of these conditions. If our goods are combined with other movable objects to form a unitary item or are inseparably mixed and if the other item is to be regarded as the main item, the buyer assigns co-ownership pro rata to us as far as the main item belongs to him. Incidentally, the same applies to the thing resulting from the processing and connection and mixing as to the reserved goods.

6.5

The claims of the buyer from the resale of reserved goods are already assigned to us. If the reserved goods are sold by the buyer together with other items delivered by us, the assignment of the claim from the resale shall only apply in the amount of the values ​​of the respectively sold reserved goods stated in our invoices. In the case of the resale of goods in which we have co-ownership shares, the assignment of the claim in the amount of these co-ownership shares shall apply. The assigned claims serve as security for the same extent as the reserved goods. The purchaser is entitled to be included until appropriate written instructions from the supplier.

6.6

In the case of current invoices, the purchaser grants us, up to the amount of the respective total debt, a security transfer of the goods in his possession, paid for, and delivered by us. This also applies to goods transferred to the buyer’s property after prior full account settlement. If the realizable value of the securities exceeds the total amount of our claims by more than 20%, we shall be obliged to release securities of our choice at the request of the customer.

6.7

Consignment goods remain our unrestricted property. It may only be disbursed with our prior consent.

7. Liability for defects

7.1

In no case we assume the guarantee that the ordered goods are suitable for the purpose intended by the purchaser and that they can be used or processed under the conditions given by the purchaser or his customer, rather it is the responsibility of the purchaser to determine the suitability before use or processing.

7.2

We are not liable for natural wear, for damage to wearing parts such as Seals, bearings and the like, in case of faulty or negligent handling of the goods, improper maintenance, inappropriate equipment or chemical, electrochemical and electrical influences, unless we have to answer for them. In particular, there are no claims for defects in the event of breaches by the customer against supplied operating instructions, the specifications of which are to be observed strictly and without exception. Deviations of the buyer from the instructions of the operating manual must be expressly approved by us in writing. Claims for defects do not exist if the buyer or other third party repairs inappropriately or makes changes to the goods without prior written consent from us.

7.3

The purchaser must immediately inspect the goods according to § 377 HGB upon receipt. If the buyer determines that the goods are defective, he must immediately complain. Obvious defects of the delivered goods must be reported to us in writing immediately after their discovery. If no complaint is made, the goods are deemed approved, § 377 II, III HGB. This leads to the loss of warranty rights of the buyer. Defects in a part of the delivered goods do not entitle the buyer to complain about the entire delivery.

7.4

In the case of new items, the customer is entitled to demand rectification or supplementary performance in the event of a defect, whereby we reserve the right to choose the type. However, this can only be done after returning the defective goods to us. The customer has the right in case of failure of the supplementary performance on price reduction or alternatively on the withdrawal from the purchase contract. In the case of only minor contractual deficiencies, in particular with only minor material defects, the purchaser has no right of withdrawal. If the customer chooses to withdraw from the contract because of a defect after failed supplementary performance, he is not entitled to any claim for damages due to the defect.

7.5

We are entitled to refuse supplementary performance if it involves disproportionate costs for us. Instead of subsequent performance, the buyer may be required to reduce the agreed price or withdraw from the purchase contract.

7.6

If we have opted for the subsequent performance and we are in default with the provision of this service, the purchaser can set us a reasonable grace period and after the deadline, if we have not provided the service, at his discretion reduction of the purchase price or conversion of the contract desire.

7.7

The limitation period for warranty claims for new goods is one year from the transfer of risk. It does not start again if a replacement has been made within the scope of the liability for defects. For used goods the rights and claims for defects are excluded.

8. Liability

8.1

We are liable pursuant to the legal regulations, insofar as the customer raises damage compensation claims which are based on intent or gross negligence by us, our representatives or agents. If no intentional breach of contract is present, the damage compensation liability is limited to the foreseeable, typically arising damage.

8.2

We are liable pursuant to the legal regulations, insofar as we, our representatives or agents commit a negligent breach of an essential contract duty; however, in that case the damage compensation liability is limited to the foreseeable, typically arising damage. Essential contract duties are those resulting from the nature of the respective contract and which endanger the achievement of the contract’s purpose if violated.

8.3

Furthermore, we are liable for intentional or negligent injury to life, body or health; this also applies to the mandatory liability under the Product Liability Act.

8.4

Other Seller’s liability as in above paragraphs is excluded.

9. Assignment, set-off, retention

The customer is not entitled to assign claims against us or rights arising from the business relationship to third parties without our consent or to transfer them to third parties. The same applies to claims and rights arising directly against us by law. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or acknowledged by us. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

10. Place of fulfilment and place of jurisdiction

Place of fulfilment and place of jurisdiction for disputes with merchants, legal persons under public law or special assets under public law is Hamburg. In addition, we are entitled to sue the customer at his general place of jurisdiction. The law of the Federal Republic of Germany; the validity of the UN sales law is excluded. Should one of the above regulations be or become ineffective, the validity of the other regulations remains unaffected.

11. Validity and legal basis

If one of the above regulations is invalid in whole or in part, it shall be applied mutatis mutandis, in accordance with the legally correct wording. The remaining regulations remain unaffected.

The relations between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany.

As of: April 2019