I.General – Scope of Application

1. The following terms and conditions of sale and delivery shall apply exclusively to all sales, deliveries and services to the Buyer (hereinafter referred to as the “Customer”). We shall not accept any terms and conditions of the Customer that conflict with or deviate from our terms and conditions of sale and delivery, even if we have not expressly objected to them in writing, unless we have explicitly agreed to their validity. Our terms and conditions of sale and delivery shall apply even if the delivery to the Customer has been made by us without reservation, despite the Customer’s terms and conditions of sale and delivery conflicting with or deviating from ours.
2. Our terms and conditions of sale and delivery, in the version valid when entering into the contract, shall apply to all future transactions with the Customer.
3. Our terms and conditions of sale and delivery are not intended for Consumers in accordance with Section 13 of the Civil Code. They shall only be applicable to entrepreneurs, legal persons under public law or public assets with special legal status.

II. Offer – Bidding Documents

1. Our pre-contractual communications, in particular, quotations, descriptions and cost estimates, shall be non-binding unless expressly agreed otherwise.
2. A contract between us and the Customer shall only come into existence upon written confirmation of our order. The scope of our services shall finally be determined by our written order confirmation, together with the attachments.
3. We reserve the right of ownership and copyright to samples, cost estimates, drawings and similar information of a physical and non-physical nature, also in electronic form, in particular, to work manuals, work procedures and drawings, as well as to design models and special structures. The same shall apply to written project documents marked “confidential”. The Customer must obtain our express written consent before reproducing or transmitting such information or documents to third parties.

III. Change of Performance

We reserve the right to deviations in the colour and texture of the delivered products as compared to samples, test surfaces, batches, previous deliveries, etc. Such deviations are to be expected given the nature of the materials used and are customary in the industry.

IV. Delivery Time – Delay in Delivery

1. The delivery time is subject to agreements between us and the Customer. The commencement of the agreed delivery period is contingent upon the resolution of all commercial and technical issues between us and the Customer.
2. Compliance with the delivery period also depends upon the Customer fulfilling their obligations promptly and properly. The Customer’s failure to perform remains a valid objection.
3. Compliance with the delivery period shall also be subject to our suppliers’ timely and proper delivery of the goods. If such deliveries do not occur, we will inform our Customer immediately.
4. The delivery period shall be deemed to have been met if the goods have left the factory or warehouse within the specified period or if the readiness for shipment has been notified.
5. If the failure to meet the delivery deadline is caused by force majeure, labour disputes or other events beyond our control, the delivery deadline shall be extended until the end of the impediment if we cannot meet the delivery deadline despite the impediment. We shall inform the Customer of the beginning and end of such circumstances as soon as possible.
6. If our Customer is in default of acceptance or culpably breaches other cooperation obligations, we will claim compensation for damages incurred in this connection, including additional costs. We reserve the right to make further claims.
7. If the requirements of Section IV(6) are met, the risk of accidental loss or accidental depreciation of the purchased item shall pass to our Customer at the moment the Customer is in default of acceptance or default as the debtor.
8. If the underlying contract is a fixed-date transaction, we shall be liable under statutory provisions, provided that the Customer is entitled to claim that their interest in the further performance of the contract has been impaired as a result of the delay in delivery for which we are liable or if a culpable breach of a material contractual obligation has caused the delay in delivery for which we are liable. In these cases, however, liability for damages shall be limited to foreseeable, generally occurring damage.
9. We shall be held liable under the relevant statutory provisions if the delay in delivery is caused by a deliberate or grossly negligent breach of contract for which we are responsible. Any fault on the part of our agents or intermediaries shall be attributed to us. If the delivery delay has not been caused by an intentional breach of contract for which we are liable, our liability for damages shall be limited to foreseeable, generally occurring damages.
10. Other statutory claims and rights of the Customer shall remain unaffected.

V. Risk transfer – Shipping

1. We deliver the goods from our company’s or subcontractor’s headquarters at the Customer’s risk. The risk also passes to the Customer at the time of shipment or dispatch by our subcontractor if the delivery with transport has been negotiated or if we have taken over the installation of the goods. Unless a separate contract has been concluded, we reserve the right to choose the carrier and the means of transport. We shall not be held responsible for the cheapest or most timely delivery of the goods.
2. We reserve the right to make partial deliveries that are reasonable for the Customer. In partial deliveries, the risk is also passed on to the Customer upon the shipment or dispatch by our subcontractor.
3. If the shipment is delayed or fails to occur due to circumstances for which the Customer is responsible, the risk shall pass to the Customer upon notification of our readiness to ship. The same shall apply if the goods are still stored in one of our dispatch centres. The Customer is responsible for all costs incurred due to the delay, including storage fees.
4. We shall not accept shipping packaging and all other packaging under the Packaging Ordinance for return. The previous sentence shall not apply to packaging, particularly pallets we have undertaken to lend to the Customer. The Customer shall be responsible for disposing of the packaging at their own expense.

VI. Liability for Defects

1. The Customer is obliged to inspect the goods immediately after delivery for obvious recognisable defects without further inspection. Such defects must be reported to us immediately, at the latest on the third working day after delivery. Obvious, easily identifiable defects reported late, i.e., in breach of the above obligation, shall be disregarded and excluded from liability for defects. Non-obvious defects that only become apparent with time must be notified to us by the Customer immediately after their discovery.
2. We will only accept claims for defects if they have been notified in writing. Complaints to sales representatives, carriers or other third parties shall not constitute a complaint in due form and time.
3. If a complaint is made, we shall be entitled to inspect the goods to determine whether they are defective. If the complaint proves unjustified, we shall be entitled to claim compensation from the Customer for the costs incurred. Commencement of work to remedy a defect shall not constitute acceptance of the defect.
4. In the event of a notice of defect, the Customer may return the goods to us only with our prior consent. We are not obliged to accept the return of goods without our prior consent. In this case, the Customer shall bear the cost of returning the goods.
5. If a defect is found, we shall be entitled, at our discretion, to remedy the defect by repairing the goods or delivering new goods free from defects.
6. If the Customer has already used the purchased item for a more extended time, we are entitled to refuse the delivery of a new item free of defects, even if the Customer has been informed about the defect and the possibility of a replacement delivery. If the Customer nevertheless requests a replacement delivery, we shall be entitled to demand compensation for the value of the use by the Customer and to refuse further performance until the relevant amount has been paid.
7. We shall be obliged to bear all costs necessary for remedying the defect, particularly transport, travel, labour and material costs, unless such costs are increased by the fact that the object of sale has been brought to a place other than the place of performance.
8. If subsequent performance fails, the Customer shall be entitled, at his discretion, to withdraw from the contract or reduce the purchase price.
9. In the event of gross negligence or wilful breach of the obligation to deliver goods free from defects, the Customer may claim damages or compensation for unnecessary expenses. In such cases, we shall be liable under the statutory provisions. As far as we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, usually occurring damage.
10. If we intentionally breach an essential contractual obligation, we shall be liable under the statutory provisions, provided that the liability for damages shall be limited to the foreseeable, typically occurring damage.
11. Liability for culpable injury to life, body or health remains unaffected; the same applies to mandatory liability under the Product Liability Act.
12. Unless otherwise stated above, liability is excluded.

VII. General Liability

1. Any liability for damages other than that provided for in Article VI shall be excluded, irrespective of the legal nature of the claim asserted. The same shall apply in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or claims in tort for compensation for material damage pursuant to Section 823 of the Civil Code.
2. Insofar as our liability for damages is excluded or limited, the same shall also apply to the personal liability for damages of our employees, workers, staff, representatives and agents.

VIII. Exclusion of Purchase Risk and Warranties

We shall not be liable for our inability to supply ordered goods which are not immediately available. We shall also exclude any warranty on the durability and quality of our goods regardless of fault. We will only provide such a warranty by express written agreement with the Customer.

IX. Product Advertising

If the Customer is a seller, they undertake to advertise the contract products only appropriately. The Customer is aware that inappropriate advertising of properties may give rise to claims for defects. The Customer undertakes to indemnify us against the consequences of such advertising and to compensate us for any damage arising from a breach of this obligation.

X. Statute of Limitations

Negotiations between the Customer and our representative shall not interrupt the limitation period for claims against our Company. In any event, negotiations concerning claims against the Company shall be deemed to have failed with immediate effect unless we or our representative expressly state otherwise.

XI. Prices and Payment Terms

1. Unless otherwise stated in the order confirmation, deliveries within the Federal Republic of Germany shall be free of freight charges. Unless otherwise agreed, deliveries to destinations outside the Federal Republic of Germany shall be made “ex works”.
2. We reserve the right to amend our prices accordingly if costs are reduced or increased after the conclusion of the contract, in particular as a result of collective agreements or changes in the price of materials. We will provide evidence of this to the Customer on request.
3. Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate as of the invoice date.
4. Unless otherwise stated in the order confirmation, our invoice is payable net (without deduction) within 30 days of receipt. Our agents and assignees shall not be authorised to collect payments. In the event of late payment, the statutory provisions shall apply.
5. We reserve the right to accept cheques or drafts, which shall not be deemed to be payment until they have been honoured. We will not pay any charges for direct debits, bills of exchange or discount charges.
6. The Customer is only entitled to set-off if their counterclaims have been legally established, are undisputed or have been accepted by us. The Customer is only entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.

XII. Reservation of Title

1. We reserve title to the goods until all payments arising from the business relationship with the Customer have been received in full. Retaining title applies to payments by cheque or bill of exchange until they have been honoured.
2. If the Customer breaches the contract, particularly if they default on payment, we shall be entitled to take back the goods after a reasonable time. Taking back the goods constitutes a withdrawal from the contract. After taking back the goods, we shall be entitled to dispose of them. Any proceeds from the sale of the goods shall be credited against the Customer’s liabilities after the deduction of reasonable sales costs.
3. The Customer is obliged to treat the goods subject to retention of title with due care, in particular, to insure them sufficiently at their replacement value against fire, water damage and theft at their own expense. As maintenance and inspection work is necessary, the Customer must carry this out on time and at his own expense.
4. The Customer is obliged to inform our Company immediately in writing if an event occurs that threatens our right of ownership, in particular in the event of seizure by a third party (e.g. in the event of seizure of the object of purchase or the event of a lien being asserted by the workshop), to send us the relevant documents (e.g. a copy of the bailiff’s return and an affidavit in lieu of an oath in the event of seizure) and to inform the third party of our retention of title. The Customer shall be liable for all costs incurred with the revocation of the third party’s access and the replacement of the object of sale insofar as they cannot be collected from the third party.
5. The Customer is entitled to sell the goods subject to retention of title in the ordinary course of business; however, they shall assign to our Company all claims in the amount of the invoice amount (including VAT) which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The Customer is entitled to collect the assigned claim even after the assignment. However, our right to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the Customer fulfils his payment obligations from the sales received, does not fall into arrears, and, in particular, no application is made for the opening of insolvency proceedings, or there is no cessation of payments. In such a case, however, we may require the Customer to inform our Company of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment.
6. The assignment to secure our claims to the agreed amount under Article XII(5) shall also include the acknowledged balance and, in the event of the insolvency of the Customer’s Customer, the then existing “causal” balance of the ongoing accounting relationship between the Customer and their purchasers. The assignment to secure our claims to the agreed amount in accordance with Article XII(5) shall also include such claims of the Customer acquired by the Customer against a third party as a result of the combination of our reserved goods with real estate.
7. Any processing or transformation of the goods by the Customer shall always be done on our behalf. If the goods are processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the processing of the resulting item as to the goods delivered under retention of title.
8. If the goods are inseparably combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other combined items at the time of combination. If the Customer’s item is to be regarded as the main item of the mixed product, it is agreed that the Customer shall transfer the proportionate co-ownership to our Company. The Customer is obliged to safeguard the exclusive or joint ownership thus created for our Company.
9. We undertake to release the principal assets belonging to us at the Customer’s request if they are no longer required to secure our claims, particularly if the realisable value of our principal assets exceeds the claims to be secured by more than 10%. We shall be free to choose the principal assets to be released.

XIII. Place of Performance, Jurisdiction, and Applicable Law

1. Unless otherwise stated in the Order Confirmation, the place of performance shall be the Company’s registered office.
2. The Company’s registered office shall be the place of jurisdiction for all present and future claims arising from the business relationship with the Customer, including actions relating to bills of exchange and documents. However, we are also entitled to sue the Customer at their place of business.
3. The law of the Federal Republic of Germany shall apply in all cases, particularly in cross-border deliveries.

As of January 1^st, 2024