General Terms and Conditions for Business Customers

 

1. scope of application

1.1 These Terms and Conditions of Sale apply exclusively 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). These General Terms and Conditions therefore do not apply to orders placed by consumers in our online store. We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

1.2 In Germany and in countries in which we are contractually bound by a distribution agreement, these Terms and Conditions of Sale supplement the distribution agreement for the respective individual orders of the Customer.

1.3 These Terms and Conditions of Sale shall also apply to all future transactions with the Buyer, insofar as they are legal transactions of a related nature.
1.4 Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

  1. Offer and conclusion of contract

    If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks. Acceptance shall be deemed to have taken place at the latest upon delivery of the order.

  2. Documents provided

    We reserve the property rights and copyrights to all documents provided to the purchaser in connection with the order placement - also in electronic form - such as calculations, drawings, advertising documents, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in clause 2, these documents must be returned to us immediately.

  3. Prices and payment

4.1 Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate.

  1. 4.2 We are entitled to demand advance payment.

  2. 4.3 Invoices and reminders are issued electronically.

If the customer requests that the goods be sent by post, we are entitled to charge a flat handling fee of EUR 5.00 per shipment.

4.4 The transportation costs shall be borne by the retailer; for orders in Germany of more than EUR 300.00 (net), delivery shall be free of charge.
4.5 Unless otherwise agreed, the purchase price shall be payable within 30 days of invoicing. Interest on arrears shall be charged at a rate of 9% p.a. above the respective base interest rate. We reserve the right to claim higher damages for default.

4.6 We charge a processing fee of EUR 5.00 for reminders. If no payment is made despite two reminders, we reserve the right to hand over the claim to debt collection. We shall charge a flat-rate processing fee of 30.00 euros for this.

4.7 Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

5. rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

6. delivery time, partial deliveries

6.1 The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the customer's obligations. We reserve the right to plead non-performance of the contract.

6.2 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.

6.3 We shall not be responsible for delays in delivery and performance due to force majeure or events that make delivery significantly more difficult or impossible for us - this also includes subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, shortage of personnel, lack of means of transportation, official orders, etc., even if they occur at our suppliers or their subcontractors - even if the deadlines and dates agreed are binding, unless gross negligence is involved. These delays entitle us to postpone delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled. This shall also apply if we are already in default. If the hindrance lasts longer than three months or if the buyer cannot reasonably be expected to wait longer beforehand, he shall be entitled to withdraw from the contract with regard to the unfulfilled part after the fruitless expiry of a grace period set for us.

6.4 Further statutory claims and rights of the Buyer due to a delay in delivery shall remain unaffected.
6.5 Partial deliveries are permissible insofar as they are reasonable for the Buyer, whereby the additional shipping costs incurred shall be borne by the Seller.

7 Transfer of risk on shipment

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

8. reservation of title

8.1 We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to demand the return of the purchased item if the purchaser

General Terms and Conditions of Sale

the employee is in breach of contract.

8.2 As long as ownership has not yet been transferred to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.

8.3 The customer is entitled to resell the goods subject to retention of title in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value-added tax). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.

8.4 The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer
to the object of sale shall continue to apply to the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportionate co-ownership to us and shall keep the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer shall also assign to us such claims that accrue to him as a result of the combination.

of the reserved goods with a property against a third party; we hereby accept this assignment.

8.5 We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

9 Warranty and notification of defects as well as recourse / manufacturer recourse

9.1 Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

9.2 Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.

9.3 If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity for subsequent performance (at least two attempts at rectification) within a reasonable period of time.

within the specified period. Recourse claims remain unaffected by the above provision without restriction.

9.4 If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

9.5 Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

9.6 Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless the transfer corresponds to their intended use.

9.7 The Purchaser shall only have a right of recourse against us to the extent that the Purchaser has not made any agreements with its customer that go beyond the statutory mandatory claims for defects. Section 9.6 shall also apply accordingly to the scope of the customer's right of recourse against the supplier.

10. product photos

Insofar as we provide the customer with product photos,
the customer is entitled to use the product photos provided to him exclusively for the purpose of resale. He shall only be granted simple rights of use. The granting of rights of use shall be limited to the duration of the cooperation between us and the customer, in Germany and in countries in which we are contractually bound to the customer by a distribution agreement, to the duration of the distribution agreement. The customer is not entitled to transfer the simple rights of use transferred to him to third parties or to grant third parties rights of use to them.

11. other

11.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, unless otherwise stated in the order confirmation. 11.3 The contract language is German. Should these Terms and Conditions of Sale be translated into another language, the German text of the contract shall remain authoritative.

11.4 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Status: 09.2024