Skip to main content

General Terms and Conditions

Download General Terms and Conditions

1. General

Our deliveries and services are provided exclusively on the basis of the following terms and conditions. This also applies to all future transactions, even if these terms and conditions have not been specifically referred to in individual cases. The purchasing conditions or other terms and conditions of our contractual partner – hereinafter referred to as the Customer – are hereby expressly rejected. They shall not be binding on us even if we do not expressly object to them at the time of conclusion of the contract.

2. Offers and Conclusion of Contract

  1. Our offers are subject to change with regard to delivery quantity, delivery time and price and are submitted free of charge.
  2. Promises regarding quantity, delivery dates and prices are only legally binding if we confirm them in writing. Delivery notes or invoices also count as written confirmation. Orders placed through commercial agents are contract offers for the legally valid acceptance of which we reserve the right to provide written confirmation.
  3. All drawings, illustrations as well as all dimensions, performance data and other numerical data contained in our brochures, printed materials or other data carriers are non-binding, unless they have been expressly confirmed by us. All information and technical data must be checked by the purchaser for the specific application.
  4. Amendments to contractual agreements are only possible with our consent and in accordance with the following conditions.

3. Prices

  1. All prices are exclusive of value added tax.
  2. We are entitled to pass on to the Customer any cost increases for material, production, assembly, personnel, delivery or similar that have occurred in the meantime due to price increases, to the corresponding extent, provided that the offer validity has been exceeded.
  3. Unless otherwise agreed, the prices apply ex works including loading and do not include transport and packaging costs, nor the costs for any transport insurance, which is only taken out at the express request and expense of the purchaser. Any customs duties, fees, taxes and other public charges shall be borne by the purchaser.
  4. Loan packaging can be returned.

4. Payment / Prohibition of Set-Off / Right of Retention

  1. Our invoices are payable in accordance with the agreed terms. The costs of the transfer shall be borne by the Customer. Incoming payments from the Customer will be offset in accordance with § 366 Para. 2 BGB [German Civil Code].
  2. In the event of default in payment, the Customer shall pay default interest at the statutory default interest rate in accordance with § 288 BGB. If we prove a higher loss caused by default, we reserve the right to assert it.
  3. If the Customer is in default of payment, all claims shall become due immediately, even if we have accepted bills of exchange for their settlement.
  4. If there is a significant deterioration in the Customer’s financial circumstances which jeopardizes our claim, we are entitled to demand advance payment or reasonable security. This also applies if such circumstances existing prior to the conclusion of the contract only become known to us subsequently. If the advance payment or the provision of security is not made within the grace period despite a reminder and a reasonable grace period, we are entitled to withdraw from the contract or demand compensation for damages in lieu of performance. In the aforementioned cases, the payment or provision of security cannot be made dependent on the return of current bills of exchange.
  5. A set-off by the Customer with counterclaims is excluded, unless the counterclaims are undisputed or have been legally established. The assertion of a right of retention by the Customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been legally established.
  6. Only our employees and representatives with written authorization are authorized to collect payments.
  7. We are entitled without restriction to assign our claim to third parties.
  8. Bills of exchange and checks are only accepted on the basis of an express agreement and only on account of performance and subject to the possibility of discounting. All expenses incurred shall be borne by the purchaser. The acceptance of a bill of exchange after maturity or extension does not constitute a deferral. We reserve the right to return bills of exchange or checks at any time.

5. Delivery Time / Delivery / Dispatch

  1. The stated delivery times are approximate. Our delivery periods begin with the acceptance of the order and receipt of the agreed down payment, but not before the timely provision of documents, permits and approvals to be procured by the Customer. Compliance with delivery periods is subject to the condition that all commercial and technical issues between the contracting parties have been clarified.
  2. Correct and timely delivery to ourselves remains reserved. We will notify the Customer as soon as possible of any delivery delays caused by incorrect or late delivery to ourselves.
  3. In the event of delivery delays due to force majeure, riots, strikes, lockouts, depletion of raw materials or operational disruptions for which we are not responsible, including at our suppliers, the performance period shall be extended by the period until the disruption is remedied, provided that the disruption has an impact on the production or delivery of the delivery item. We will notify the Customer of the start and end of such hindrances as soon as possible. We also have the right to withdraw from the contract in whole or in part, to the exclusion of any claims for compensation, in the event of permanent operational disruptions due to force majeure, riots, strikes, lockouts, depletion of raw materials or operational disruptions for which we are not responsible, or in the event that we are not supplied by our upstream suppliers through no fault of our own.

    Subsequent changes requested by the Customer will lead to an interruption of the delivery periods, which will restart after notification of the requested changes, subject to express agreement to the contrary.

  4. The delivery period is deemed to have been met with the timely notification of readiness for dispatch if dispatch is impossible for us through no fault of our own. In the event that the goods are to be dispatched by us, the day of dispatch shall be deemed to be the delivery date. If collection has been agreed, the day of notification of readiness for dispatch shall be deemed to be the day of delivery.
  5. Reasonable partial deliveries are permissible.
  6. Delivery shall be made at our discretion by a suitable means of transport and, unless otherwise agreed, at the Customer’s expense. The Customer shall dispose of packaging material at his own expense. Transport insurance is only taken out at the express request of the Customer. Delivery shall always be at the Customer’s risk – even if we bear the freight costs, for example through a free delivery agreement – unless we carry out the transport with our own vehicles and personnel. The risk shall pass to the Customer upon handover of the goods to the postal service, the parcel service, the forwarding agent or the carrier, but at the latest upon leaving the factory.
  7. Claims for damages against us arising from delays in delivery can only be asserted in accordance with clause 7.2.
  8. The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the dispatch upon delivery of the goods. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the Customer is in default of acceptance.
  9. If the Customer is in default of acceptance, fails to perform an act of cooperation or if our delivery is delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

6. Identification

In the event of deviating local and commercial practices, the correct identification upon resale of the goods is the responsibility of the Customer.

7. Claims for Defects / Compensation for Damages

  1. The Customer’s claims for defects are subject to the condition that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB [German Commercial Code]). In the case of building materials and other goods intended for installation or other further processing, an inspection must in any case be carried out immediately prior to processing. If a defect becomes apparent during delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects that are not recognizable during the inspection within the same period from discovery. If the Customer fails to carry out the proper inspection and/or give notice of defects, our liability for the defect that has not been reported or has not been reported in good time or properly shall be excluded in accordance with the statutory provisions.
  2. In the event of justified complaints, subsequent performance shall be effected at our discretion by rectification or replacement delivery. In addition, the Customer shall be entitled to the further statutory claims for withdrawal from the contract and reduction, provided that the statutory requirements for this are met. § 377 HGB remains unaffected. Our liability shall expire if rework, modifications or repair work are carried out without our prior consent. Furthermore, we assume no liability – of any kind – for unsuitable or improper use, faulty assembly or commissioning by the Customer or third parties, wear and tear due to natural wear and tear or negligent treatment, e.g. excessive stress; damage caused by the use of unsuitable operating materials, replacement materials, electrochemical or electrical influences, unless these are due to our fault.
  3. We, our legal representatives and vicarious agents as well as performing assistants, shall only be liable without limitation for damages if the Customer’s claim for damages

    a) is based on the intentional or negligent injury to life, limb or health by us, one of our legal representatives or vicarious agents or

    b) is based on an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents or the fraudulent concealment of a defect or

    c) on the Product Liability Act or

    d) on the breach of a guarantee, in particular the non-compliance with a procurement guarantee

    is based. If the above conditions are not met, we shall be liable in the event of a breach of a material contractual obligation (cardinal obligation) based on simple negligence, limited in amount to the typically occurring and foreseeable damage. Material contractual obligations (cardinal obligations) within the meaning of the above provisions are obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely because they characterize the contract. Furthermore, material contractual obligations (cardinal obligations) are those the breach of which jeopardizes the achievement of the purpose of the contract.

    The statutory burden of proof remains unaffected.

    Further claims for damages, regardless of their legal basis, are excluded.

8. Limitation of Claims for Defects

Claims of the Customer based on defects shall expire within one year, unless

  1. it concerns claims for reimbursement of expenses in accordance with § 479 BGB or
  2. the defect is based on an intentional breach of duty by us or our legal representatives or our vicarious agents or
  3. it concerns claims for damages that are not excluded in accordance with clause 7.2 or
  4. the goods delivered by us are an item that has been used for a building in accordance with its normal use and has caused its defectiveness. In cases 1 to 4, the statutory limitation periods shall apply. The statutory provisions on suspension, suspension of expiry and the new start of the limitation period shall remain unaffected.

9. Retention of Title

  1. We retain title to all goods delivered by us (reserved goods) until full payment of the purchase price. Furthermore, we retain title to all goods delivered by us until all our claims arising from the business relationship, for whatever legal reason, have been paid.
  2. The Customer is entitled to resell the goods in the ordinary course of business as long as he is not in default with the fulfillment of his obligations to us or suspends his payments. The following applies in detail:

    a) The processing or transformation of the reserved goods is carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. By processing or transformation of the reserved goods, the Customer does not acquire ownership of the new item in accordance with §950 BGB. If the reserved goods are processed, mixed, blended or combined with other objects, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our reserved goods to the total value.

    The provisions applicable to the reserved goods shall apply mutatis mutandis to co-ownership shares.

    b) The Customer hereby assigns to us his claims from the resale with all ancillary rights, proportionally also insofar as the goods are processed, mixed or blended and we have acquired co-ownership in the amount of our invoice value. Insofar as the reserved goods are processed, mixed or blended, we shall be entitled to a fraction of the respective claim from the resale in the ratio of the invoice value of our reserved goods to the invoice value of the object. If the reserved goods are sold by the Customer together with other goods not supplied by us, the Customer hereby assigns to us a portion of the claim from the resale in the amount of the invoice value of our reserved goods.

    If the Customer has sold this claim within the framework of genuine factoring, he shall assign to us the claim against the factor that takes its place.

    If the claim from the resale is placed by the Customer in a current account relationship with his customer, the Customer shall assign to us his claims from the current account relationship in the amount of the invoice value of the reserved goods.

    We hereby accept the above assignments.

    c) The Customer is only entitled to resell if he also reserves title until full payment of his claims from the resale.

    d) The Customer is entitled to collect the claims assigned to us until we revoke this entitlement. The authorization to collect shall expire upon revocation, which shall occur in the event of default in payment by the Customer or suspension of payments by the Customer. In this case, we are authorized by the Customer to inform the customers of the assignment and to collect the claim ourselves.

    The Customer is obliged to provide us upon request with an exact list of the claims to which he is entitled, stating the names and addresses of the customers, the amount of the individual claims, the invoice date, etc., and to provide us with all information and documents necessary for the assertion of the assigned claims and to allow the verification of this information.

    e) Amounts received by the Customer from assigned claims shall be kept separately for us until transfer.

  3. Pledges or assignments by way of security of the reserved goods or the assigned claims are inadmissible. We must be informed immediately of any attachments, stating the attaching creditor.
  4. If the value of the securities to which we are entitled exceeds our total claim against the Customer by more than 10%, we are obliged to release them to that extent at the Customer’s request.
  5. The Customer shall store the reserved goods for us free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The Customer hereby assigns to us his claims for compensation to which he is entitled from damages of the aforementioned type against insurance companies or other parties liable to pay compensation in the amount of our claims. We accept the assignment.

10. Choice of Law / Place of Performance / Place of Jurisdiction

  1. The substantive law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (Vienna UN Convention on Contracts for the International Sale of Goods, CISG).
  2. The place of performance and jurisdiction is our registered office. We are entitled to take legal action against the Customer at his general place of jurisdiction.