A. General part
§ 1 General - Scope
1. Our general terms and conditions apply exclusively and are part of the contractual relationship with the customer. We do not recognize any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless we have agreed to their validity in writing. Our general terms and conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
2. All agreements made between us and the customer for the purpose of executing the contract must be set out in writing in this contract.
3. Our general terms and conditions also apply to all future transactions with the customer within the framework of the existing business relationship.
4. Part A of our General Terms and Conditions applies to all of our contracts with customers. Part B contains special regulations that apply to work contracts with the customer. Part C contains special regulations that apply to purchase contracts and work supply contracts with the customer.
§ 2 Offer – Offer Documents
1. Our offers are non-binding and only represent an invitation to the customer to submit an offer (invitatio ad offerendum). Acceptance of an offer from us by the customer is only deemed to have been accepted by us after our written confirmation to the customer (conclusion of contract). Agreements made by our employees in connection with the conclusion of the contract are only binding if they are confirmed in writing.
2. If the order qualifies as an offer according to § 145 German Civil Code (Bürgerliches Gesetzbuch – BGB), we can accept it within 4 weeks.
3. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to such written documents that are marked as "confidential"; before passing them on to third parties, the customer requires our express written consent.
4. We may deviate from the documents and weights and dimensions included in the contract (collectively here "information") within the scope of technical progress or production-related to an extent that is reasonable for the customer, unless we have expressly designated the information as binding.
5. We can withdraw from the contract if we are not supplied correctly or on time by our suppliers. This only applies in the event that the non-delivery is not due to us is represented, especially when concluding a congruent hedging transaction with our supplier. We will without undue delay inform the customer about the non-availability of the goods and without undue delay refund any consideration already received.
6. Brochures, advertising brochures or information on our website published by us are only part of the agreed quality of the delivery item if the customer and we have expressly agreed this.
§ 3 Prices – Terms of Payment
1. The prices are EURO prices unless different currencies are specified in our order confirmations or different currencies have been otherwise agreed with the customer.
2. Invoicing is based on the incoming quantity or the incoming weight of the raw material.
3. Unless otherwise stated in the order confirmation, our prices apply "ex works" (EXW - INCOTERMS 2020); excluding ancillary costs such as freight, customs or packaging; these will be invoiced separately if they arise.
4. If our costs increase after the conclusion of the contract, we are entitled to change the prices accordingly. There is no change in our profit margin associated with the price change. This applies in particular to cost increases after the conclusion of the contract due to changes in the collective agreements for the personnel employed by our vicarious agents or us or other cost increases for which we are not responsible. Contrary to the above, we are not entitled to adjust the prices if we are responsible for the increase in costs.
5. Statutory sales tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
6. The deduction of cash discount requires a special written agreement.
7. Payments are to be made to our payment office. Fees, commissions and expenses of banks or financial institutions shall be borne by the customer. In the case of transfers and, in case of doubt, other non-cash means of payment only accepted on account of performance, only the unconditional credit to one of our accounts has a debt-discharging effect. We do not accept bills of exchange.
8. We are entitled to invoice the customer as soon as the goods are ready for the customer to collect. Unless we have agreed otherwise with the customer, the customer must make the payment net (without deductions) within 8 days of the invoice date.
9. If our payment claim is at risk due to the customer's inability to pay, we are entitled to make all claims from the business relationship with the customer that are not yet due due immediately and to demand payment in advance from the customer. Our payment claim is in particular jeopardized if information from a bank or credit agency suggests that the customer is not creditworthy or if the customer is in arrears with at least two invoices.
10. The customer can only offset or assert a right of retention or a right to refuse performance if his counterclaim has been legally established or is undisputed. Deviating from sentence 1, it is always possible to set off or assert a right of retention or a right to refuse performance on the basis of a counterclaim for reimbursement of additional costs for remedying defects or for additional production costs from the same legal relationship.
§ 4 Delivery time
1. Information about delivery periods/delivery times in offers are only binding if they are expressly stated as binding.
2. Compliance with a binding delivery time specified by us requires the clarification of all technical questions and the timely receipt of all documents, materials, necessary permits and releases to be supplied by the customer, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the customer in advance. If these requirements are not met in good time, the deadlines are extended appropriately; this does not apply if we are responsible for the delay.
3. Cases of force majeure (e.g. labor disputes at our premises or at our suppliers, war, mobilization, fire, transport obstacles, pandemics or endemics, lack of raw materials, official measures or natural disasters) interrupt our for the duration plus a reasonable start-up time and the extent of their effect delivery obligation. This also applies if we are already in default of delivery. We will inform the customer immediately of the occurrence of a case of force majeure and the expected duration of the hindrance. We are entitled to withdraw from the part of the contract that has not yet been fulfilled if continuation of the contract is unreasonable for us due to the duration of the force majeure, also taking into account the interests of the customer.
4. Partial deliveries are permitted as long as they are reasonable for the customer.
5. If the customer is in default of acceptance, we can demand compensation for any additional expenses incurred (e.g. due to storage of the delivery item). If the customer violates other obligations to cooperate, we can demand compensation for the damage we incur in this respect, unless the customer has not culpably violated the obligation to cooperate. We reserve the right to further claims, in particular claims for damages if the customer is in default of acceptance at the same time as the debtor.
6. If, at the customer's request, shipping or delivery is delayed by more than one month after notification of readiness for shipping, the customer may be entitled to a storage fee of 0.5% of the price of the delivery items for each additional month or part thereof until delivery to the customer. However, at least €35 plus VAT per pallet space required for storage per full week up to delivery to the customer will be charged. In addition, we can charge a one-off processing fee of €330 plus VAT. The contracting parties are free to provide evidence of higher or lower storage costs.
§ 5 Transfer of risk
1. Unless otherwise stated in the order confirmation, delivery "ex works" (EXW - INCOTERMS 2020) is agreed.
2. If one of our employees helps to load the goods, this is purely a courtesy to the customer who is obliged to collect it. Irrespective of this, the transfer of risk takes place in accordance with the EXW regulation (Incoterms 2020) when the goods are made available for collection.
3. If the dispatch, the delivery or the acceptance into the company's own company is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk is transferred to the customer.
§ 6 Liability
1. Our liability for damages, regardless of the legal reason, in particular due to impossibility, delay in delivery, breach of obligations during contract negotiations or tort, is based on the statutory provisions unless otherwise agreed in this clause.
2. In the case of wage analysis, we do not owe a specific work result, but only the performance of the service with the agreed procedure. If the customer determines when checking the service (e.g. documentation) that it does not meet the agreed standards, the customer is entitled to a one-time free rectification, insofar as this is reasonable, permissible and possible. If this fails, if it is unreasonable, inadmissible or not possible, the customer can either demand a reduction in the consideration or withdraw from the contract.
3. We shall be liable without limitation, insofar as relevant, under the German Product Liability Act (Produkthaftungsgesetz), in the event of fraudulent concealment of a defect, for damage resulting from injury to life, limb or health, in the event of intent or insofar as we have assumed a guarantee. In the event of gross negligence, our liability is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded.
4. In the case of only slightly negligent breaches of essential rights or obligations arising from the content and purpose of the contract, our liability is also limited to the foreseeable, contract-typical damage at the time the contract was concluded.
5. Except in the cases mentioned in § 6.3 and 4. we are not liable for damages caused by slight negligence.
6. Insofar as liability for damages towards us is excluded or limited, this also applies to the personal liability of our employees and organs.
7. We would like to point out that our liability insurer only insures the risk of damage to items taken over for subcontracting, which are handed over to us by clients for further processing, up to an amount of € 50,000.00. We do not have any insurance that provides higher amounts of coverage. Such insurance is generally not offered. We are therefore liable for damage caused to such items by a maximum of €50,000.00.
8. We are not liable for information provided by the customer or a third party or for the quality of goods that are delivered by the customer or by a third party on his behalf.
9. The customer indemnifies us against third-party claims that they assert against us based on the goods placed on the market by the customer, regardless of the legal reason.
§ 7 Statute of limitations
1. Claims by the customer for subsequent performance due to defects in the delivery item expire in one year. The customer's claims for supplementary performance due to defects according to § 438 Paragraph 1 No. 2 German Civil Code (Bürgerliches Gesetzbuch – BGB) and § 634a Paragraph 1 No. 2 German Civil Code (Bürgerliches Gesetzbuch – BGB) remain unaffected.
2. Other claims of the customer due to breaches of duty by us, in particular claims for damages (e.g. in the event of a breach of a supplementary performance obligation for which we are responsible) or claims from a guarantee, become statute-barred in one year. The right of the customer to withdraw from the contract due to a breach of duty for which we are responsible 5 and which is not due to a defect remains unaffected. Contrary to sentence 1, the statutory limitation periods apply to the following customer claims:
2.1 according to the German Product Liability Act (Produkthaftungsgesetz)as well as due to damage resulting from injury to life, limb, health or essential rights and obligations arising from the contract,
2.2 due to damage based on an intentional or grossly negligent breach of duty by us or our vicarious agents,
2.3 due to fraudulent concealment of a defect,
2.4 to reimbursement of expenses according to § 478 paragraph 2 German Civil Code (Bürgerliches Gesetzbuch – BGB).
3. The statutory provisions on the start of the limitation period, the suspension of expiry, the suspension and the new start of periods remain unaffected.
4. Our claims against the customer become time-barred in accordance with the statutory provisions.