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Terms and Conditions

GENERAL CONDITIONS OF SALE


I. SCOPE OF APPLICATION

(1) Our Terms and Conditions of Sale shall apply exclusively to all our offers and to all orders placed with us. Any conflicting or deviating terms and conditions of the Buyer shall not be recognized unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we make delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

(2) Our Terms and Conditions of Sale shall only apply to companies and legal entities within the meaning of Section 310 (1) of the German Civil Code (BGB).

(3) Our Terms and Conditions of Sale shall also apply to all future transactions with the Buyer.



II. PRICES

(1) Our prices valid on the day of delivery shall apply.

(2) Our prices are ex works without packaging; shipping costs and packaging costs charged at cost as well as the statutory value added tax shall be added.

(3) For orders with a net value of goods of more than € 400.00 excluding VAT, the prices are free to the recipient's address. For orders with a net value of less than € 400.00 excluding VAT, we charge an additional flat-rate freight fee of € 20.00 net.

(4) For orders with a net value of less than € 200.00 excluding VAT, we charge an additional minimum quantity surcharge of € 20.00. 



III. DELIVERY TIME

(1) Compliance with the agreed delivery time shall be subject to the timely and proper fulfillment of the contractual obligations incumbent upon the Buyer. We reserve the right to plead non-performance of the contract. The delivery period shall commence on the date of our order confirmation or, in the event of a subsequent change to the order, on the date of confirmation of such change. It shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time of its expiry.

(2) If the Buyer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. The risk of accidental loss or accidental deterioration of the object of sale shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance or debtor's delay. Further claims remain reserved.

(3) Force majeure, labor disputes, riots, official measures or similar unforeseeable and unavoidable events shall release the contractual partners from their contractual performance obligations for the duration of the disruption and to the extent of its effect. The contracting parties shall be obliged to inform each other without delay within the scope of what is reasonable and to adjust their obligations to the circumstances in good faith. If the delivery period is exceeded by more than three months or if a longer-term impossibility of delivery becomes apparent, both parties shall be entitled to withdraw from the contract.

(4) We shall be liable in accordance with the statutory provisions - insofar as the purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 1 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB); - insofar as the Buyer is entitled to claim that it no longer has an interest in the further performance of the contract as a result of a delay in delivery for which we are responsible; - insofar as the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; - insofar as the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation. In these cases, liability for damages shall be limited to the foreseeable, typically occurring damage, unless we or the vicarious agents for which we are responsible have acted intentionally.

(5) Further statutory claims and rights of the Buyer shall remain reserved.

(6) Goods ordered on call shall be stored by us free of charge for a maximum period of three months and then offered to the Buyer subject to the setting of a deadline. If the goods are not accepted, we may withdraw from the contract and claim damages in lieu of performance.

(7) We reserve the right to deliver excess or short deliveries of up to 10% of the ordered quantity due to manufacturing and to charge accordingly.

IV. PACKAGING, SHIPPING, TRANSPORT RISK
(1) Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.

(2) Shipment shall be at the risk of the Purchaser, even in the case of carriage-paid shipment. Risk shall pass to the Purchaser upon delivery of the goods to the shipping agent or, in the event of a delay in shipment for which we are not responsible, upon notification of readiness for shipment.

(3) We shall be free to choose the means of transport. Additional costs for an expedited or special mode of transport requested by the Purchaser shall be borne by the Purchaser.

(4) Packaging shall be as customary in the trade. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back, with the exception of Euro pallets. The Purchaser shall be obliged to dispose of the packaging at its own expense.

(5) If the Purchaser so desires, we shall cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the Purchaser.



V. RETENTION OF TITLE

(1) We reserve title to the object of sale delivered by us until payment of all claims arising from the entire business relationship, including those arising from checks, bills of exchange or a current account relationship; in the latter case, the reservation relates to the acknowledged balance.

(2) In the event of conduct by the Buyer in breach of the contract, in particular in the event of default in payment, we shall be entitled, after setting a reasonable deadline, to take back the object of sale. Our taking back of the object of sale shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to make the best possible use of it; the proceeds of such use shall be set off against the Buyer's liabilities, less reasonable costs of such use.

(3) The Buyer shall be obliged to keep the object of sale in safe custody and to insure it adequately at its own expense against damage by fire, water and theft at its replacement value. He hereby assigns to us his claims arising from the insurance contracts.

(4) The Buyer shall be entitled to resell the object of sale in the ordinary course of business; this shall not apply if his customer insists on a prohibition of assignment with regard to the purchase price claim. The Buyer shall not be entitled to pledge, assign as security or otherwise encumber the goods. In the event of resale, he shall make the transfer of ownership dependent on full payment of the purchased item.

(5) The Buyer hereby assigns to us all claims against its customers or third parties arising from the resale together with all ancillary and security rights including bills of exchange and checks to cover all claims arising from the business relationship. If the purchased goods are sold together with other goods or after further processing in a mixed or combined state, the assignment shall be limited to the invoice value (including VAT) of the purchased goods, in the case of a current account relationship with the purchaser to the acknowledged balance or in the latter's insolvency to the causal balance. The purchaser shall remain authorized to collect these claims even after the assignment, but may neither assign nor pledge them. Our authority to collect the claims ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the purchaser meets his payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, the authorization to collect the claim shall expire and we may demand that the Buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and disclose the assignment to the debtors.

(6) In the event of processing of the object of sale, which is always carried out for us, the reserved ownership shall extend to the newly created products. If the object of sale is processed together with other goods or combined or mixed with them, we shall acquire co-ownership of the new products in the ratio of the invoice value (including VAT) of our object of sale to the invoice value of the other items. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title. If the goods are combined or mixed with a main item, it shall be deemed agreed that the Buyer shall transfer co-ownership to us on a pro rata basis. The Buyer shall hold the sole or co-ownership thus created in safe custody for us.

(7) The Buyer shall be obliged to inform us without delay of any seizure of the purchased goods by third parties, in particular of any attachment, and to provide us with all necessary information and documents so that we can file a third party action against such seizure in accordance with § 771 of the German Code of Civil Procedure (ZPO) or assert rights to separate satisfaction or separate satisfaction. (8) If the value of the securities to which we are entitled exceeds our claims to be secured by more than 10%, we shall be obliged to release the securities to this extent at the Buyer's request. We shall select the securities to be released.


VI. TERMS OF PAYMENT

(1) Payments shall be made within 30 days of the invoice date without deduction to one of our accounts.

(2) Bills of exchange shall only be accepted by agreement and only on condition that they are discountable. Bill charges shall be borne by the purchaser, discount shall not apply. Payments by cheque or bill of exchange shall only be deemed to have been made when the equivalent value is at our disposal in cash.

(3) The statutory provisions shall apply with regard to default in payment.

(4) If the Buyer is in default with the payment of an invoice amount (§ 286 BGB), all our outstanding claims against him shall become due for payment immediately; in addition, we shall be entitled to make all outstanding delivery obligations dependent on prior payment (cash in advance) or the provision of corresponding securities.

(5) The Buyer shall only have a right of retention if his counterclaim is based on the same contractual relationship. He may only set off counterclaims that have been legally established, are undisputed or have been recognized by us.



VII. WARRANTY

(1) The Buyer's rights in respect of defects shall be conditional upon the Buyer having duly complied with its obligations to inspect the goods and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

(2) Minor deviations in color, appearance and dimensions of the goods shall not constitute grounds for complaint.

(3) In the event of a justified complaint, the Buyer shall be entitled to choose between subsequent performance in the form of rectification of defects or delivery of a new item free of defects. If a calculation of the expenses for the removal of the defect (transport, travel, labor and material costs, etc.) shows that they reach or exceed the purchase price of the delivered goods or if other reasons of § 439 para. 3 BGB (German Civil Code) make the removal of the defect unreasonable for us, we shall be entitled to subsequent performance by replacement delivery of new, defect-free goods.

(4) If the subsequent performance fails, the Buyer shall be entitled, at its option, to demand rescission or reduction.

(5) We shall be liable in accordance with the statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives and vicarious agents, or based on culpable breach of a material contractual obligation. In such cases, liability for damages shall be limited to the foreseeable, typically occurring damage, unless we can be accused of intentional breach of contract. The same shall apply to cases in which the Buyer is entitled to claim damages in lieu of performance following the failure of subsequent performance.

(6) Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.

(7) Unless otherwise stipulated above, liability is excluded.

(8) The limitation period for claims for defects shall be 12 months from the transfer of risk.

(9) The limitation period in the case of delivery recourse according to §§ 478, 479 BGB remains unaffected: It shall expire no later than two months after the date on which the purchaser has satisfied the consumer's claims, and no later than 5 years after delivery of the defective item.



VIII. TOTAL LIABILITY

(1) Any further liability for damages than provided for in Section VII. shall be excluded, irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or claims in tort for compensation for property damage pursuant to Section 823 of the German Civil Code (BGB).

(2) Insofar as liability for damages against us is excluded or limited, this shall also apply with regard to the personal liability of our employees, representatives and other vicarious agents.



IX. PLACE OF JURISDICTION - PLACE OF FULFILMENT

(1) Unless otherwise stated in the order confirmation, the place of fulfilment for all obligations arising from the contractual relationship shall be our works in Hamburg.

(2) If our contractual partners are merchants, the place of jurisdiction shall be Hamburg.

(3) The contractual relationship shall be governed by the laws of the Federal Republic of Germany; the UN Convention on Contracts for the International Sale of Goods shall not apply.