SALES AND DELIVERY CONDITIONS
General We exclusively provide deliveries on the basis of our Sales and Delivery Conditions, which also apply to all future transactions with the buyer. We do not recognize any conditions from the buyer that conflict with or deviate from our Sales and Delivery Conditions unless we have explicitly acknowledged their validity in writing. Our Sales and Delivery Conditions apply even if we provide a delivery to the buyer without reservations despite our awareness of conflicting conditions from the buyer. All agreements made between us and the buyer in order to execute this Contract are established in this Contract in writing. Any verbal side agreements, assurances, modifications to the Contract or to these conditions must be approved by us in writing in order to be valid. Data shall be saved electronically for the purpose of processing orders.
If the supplementary performance has failed or if a grace period for supplementary performance set by the buyer has lapsed without result or is not required by law, the buyer can withdraw from the purchase contract or reduce the purchase price. However, there is no withdrawal right in the event of an insignificant defect. Claims by the buyer for damage compensation and/or compensation for fruitless expenditures shall only exist as per Point 9, and are otherwise excluded. The buyer’s defect claims require the buyer to have fulfilled the statutory inspection and complaint obligations (§§ 377, 381 HGB). If a defect is found during the inspection or later, we must be informed of this in writing immediately, but at the latest within 5 business days; the timely posting of such notice is considered sufficient to meet this deadline. If the buyer fails to properly perform the inspection and/or report the defect, our liability for the unreported defect is excluded.
Bids All bids that we provide are subject to change. Samples are considered nonbinding examples for review. Any descriptions and provided dimensions are approximate. If an order is considered a bid as per § 145 BGB [German Civil Code], we can accept it within four weeks. Delivery conditions Delivery dates, whether established by the buyer or by us, shall be considered approximate and non-binding. Any delays in delivery shall not entitle the buyer to damage compensation. In the event of a delay in delivery, we must be granted an appropriate grace period. If the buyer sets an appropriate grace period for us after we are already in default, with a threat of refusal, the buyer is entitled to withdraw from the Contract if the grace period elapses without result. The buyer may only assert damage compensation claims due to non-fulfillment in the amount of the foreseeable damages if the default was due to intent or gross negligence. For the rest, the damage compensation liability shall be limited to 50% of the damage that occurred. The above liability regulation shall not apply if a commercial fixed-date transaction was explicitly agreed. Partial deliveries are fundamentally permitted. Partial deliveries are considered independent transactions. Any differences resulting from these shall not suspend the unfulfilled portion of the purchase agreement. Minimum-quantity surcharge: for a net goods value below €100, we charge a 10% minimum-quantity surcharge. Shipping The buyer shall bear all costs and risks associated with transporting the goods ex works or ex Grünstadt warehouse to the delivery location. If the buyer explicitly requests a special shipping method or transport insurance, we will invoice any additional costs. If the buyer does not give us special shipping requirements, we shall choose the shipping method at our discretion. Payment conditions Online transactions: Payments take place exclusively in advance. Shipments are sent as soon as the invoice amount is received in our account, with reference to the invoice number. General: Our invoices must be paid free of postal charges and other expenses, within 14 days of the invoice date at a 2% discount or in full within 30 days of the invoice date. We grant a 3% discount for direct debit authorizations. If deadlines are exceeded, we charge interest of 0.67% per month and a processing fee of €10.00 per receipt. Furthermore, all outstanding receivables that have not yet fallen due shall be payable immediately in full. Bills of exchange shall only be accepted by prior agreement. The acceptance of bills of exchange is not considered an extension; such acceptance shall not take place in lieu of fulfillment. All costs resulting from accepting bills of exchange shall be borne by the buyer. The buyer shall only have offsetting rights if the buyer’s counterclaims have been legally established, are undisputed or acknowledged by us. In addition, the buyer is authorized to exercise a retention right to the extent that the counterclaim is based on the same contractual relationship.
Prices All prices are net plus packaging, without any additional discounts. The statutory value added tax is indicated and charged at the applicable rate as of the time when the invoice is issued. Online transactions: as of a net value of €80.00 per order, we deliver free of charge within Germany, in other words at our own expense. This cost regulation does not affect the regulation on bearing risk as per Point 4 of these Conditions. General: as of a net goods value of €1500.00 per order, we deliver free of charge within Germany, in other words at our own expense. This cost regulation does not affect the regulation on bearing risk as per Point 4 of these Conditions. In the event of continuing obligations or deliveries that are agreed more than one month in advance, we reserve the right to charge the applicable prices as of the delivery date if our purchase prices or manufacturing costs have changed.
Cancellation right We shall be released from our delivery obligations if there are doubts with regard to the buyer’s creditworthiness, for instance due to a contested check or bill of exchange or third-party complaints. The same shall apply if the buyer is in default with payments from earlier deliveries. In the event of a non-culpable delivery interruption, we are entitled to extend the delivery period. Alternatively, we can also adjust the delivery quantities unless the buyer demonstrably has no interest in partial deliveries. In the event that raw materials become significantly more expensive, we can cancel the confirmed order. The buyer cannot assert any damage compensation claims as a result of this.
Warranty for defects We shall provide a warranty for recognizable and hidden defects within 12 months after the goods are received at the destination by way of supplementary performance, either by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery) at our discretion.
We are entitled to make the supplementary performance that we owe dependent upon whether the buyer has paid the purchase price owed. However, the buyer may retain a portion of the purchase price that corresponds to the amount of the defect. The special statutory provisions for final delivery of the goods to a consumer (supplier regress as per §§ 478, 479 BGB) remain unaffected hereby. 9. Other liability Unless otherwise established in these Purchase and Delivery Conditions, we are liable according to the applicable statutory provisions in the event of a violation of contractual or non-contractual obligations. We are liable for damage compensation – regardless of legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we are only liable a) for damages resulting from a loss of life, bodily damage or damages to health. b) for damages resulting from a violation of a significant contractual obligation; in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage. The liability limitations listed in Point 9 shall not apply if we fraudulently concealed a defect or assumed a guarantee for the condition of the goods. They also do not apply to claims based on the Product Liability Act. The buyer can only withdraw from or terminate the contract for violations of obligations other than a defect if we are responsible for the violation of the obligation. The buyer’s free termination right is hereby excluded. For the rest, the statutory requirements and legal consequences shall apply. 10.
Force majeure Events of force majeure, operational disruptions on our side or in our suppliers’ plants, official orders, mobilization, war, blockades, uprisings, strikes, lockouts, currency devaluation and comparable circumstances shall entitle us to extend the delivery period and – if the disruptions will last for an indefinite period – to cancel the confirmed order; the buyer cannot derive any damage compensation claims from this.
11. Exchange An exchange can only take place as an exception, by mutual agreement. The returned goods must be in fault-free, sales-ready condition. Any shipping or postal costs as well as costs for new packaging shall fundamentally be borne by the buyer. In the event that goods are accepted for return out of goodwill, processing fees totaling 10% of the purchase price shall be payable in addition to the applicable costs of the new packaging. 12. Reservation of title We shall reserve the title to the purchased item until all payments from the business relationship with the buyer have been received. In the event of noncontractual conduct by the buyer, particularly payment defaults, we are entitled to take back the purchased item; this shall not constitute a cancellation of the contract. However, if we pledge the purchased item, this shall always constitute a cancellation of the contract. After taking back the purchased item, we are entitled to utilize it. Proceeds from such utilization shall be offset against the buyer’s liabilities minus appropriate utilization costs. The buyer must treat the purchased item with care. In the event of pledging or other interference by third parties, the buyer must inform us of this immediately in writing. If the third party is unable to compensate us for the judicial and extrajudicial costs of third-party proceedings, the buyer shall be liable for any shortfall we incur. The buyer is entitled to resell the purchased item in the proper course of business, whether it is processed or unprocessed. However, the buyer hereby assigns to us in advance all receivables in the amount of the final bill (including value added tax) that the buyer is owed by its customers or third parties in the event of a resale. As long as the buyer fulfills the payment obligations toward us, the buyer is entitled to collect the assigned receivables. This shall not affect our authorization to collect receivables. However, we hereby agree not to collect the receivables as long as the buyer is fulfilling the payment obligations from the collected earnings and is not in default with payments, and particularly as long as no requests have been made to initiate bankruptcy or insolvency proceedings and payments have not been suspended. If this is the case, however, we can ask the buyer to inform us of the assigned receivables and their debtors, to provide all information necessary to collect these, to hand over the associated documentation, and to inform the debtors of the assignment. If the goods are irrevocably mixed or combined with other items not belonging to us, we shall obtain co-ownership of the new item according to the value of the purchased item in relation to the other mixed items at the time of the mixing or combination. The
buyer hereby assigns ownership rights or co-ownership rights to us in advance. The possibility of obtaining processing ownership while the reservation of title applies is excluded as per § 950 BGB. We hereby agree to release the securities to which we are entitled at the buyer’s request, to the extent that the value of our securities exceeds the receivables to be secured by more than 20%. The choice of securities to be released shall be at our discretion. 13. Place of fulfillment and place of jurisdiction The place of fulfillment for all obligations arising from the contractual relationship, as well as the place of jurisdiction for all legal disputes, including in the context of an exchange or check process, shall be Grünstadt as long as the buyer is an entrepreneur, merchant, legal entity under public law or special fund under public law. 14. Applicable law The laws of the Federal Republic of Germany shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and other international regulations shall not apply. 15. Severability clause If any provision of these Sales and Delivery Conditions should be invalid, this shall not affect the validity of the remaining provisions.