1.1 These general terms of delivery apply to all business relationships with our customers. They only apply if the customer is an entrepreneur within the meaning of § 14 BGB.
1.2 Our general terms of delivery apply exclusively. Conflicting or deviating conditions of the customer are not recognized by us, unless we have expressly agreed to their validity in writing. Our terms of delivery apply even if we carry out delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
2.1 Unless otherwise expressly stated, our offers are always subject to change and non-binding.
2.2 We reserve ownership and copyrights to illustrations, drawings, calculations, data and data carriers. The customer may only use these documents for the intended purpose. It requires our express consent before it is passed on to third parties.
2.3 Drawings, illustrations, dimensions, weights or other performance data are only binding insofar as usability for the contractually agreed purpose requires exact agreement. Such information is not to be understood as quality guarantees, but as mere product descriptions. Customary commercial deviations and deviations based on legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted, provided that they do not impair usability for the contractually agreed purpose.
3.1 Unless otherwise stated in the order confirmation, our prices apply for deliveries of goods from warehouse plus packaging, statutory sales tax, freight, customs and other expenses and expenses.
3.2 Unless otherwise expressly agreed, invoice amounts are due one week after delivery without any deductions. If the customer does not pay when due, interest is payable on the outstanding amounts at 5% p.a. from the due date; the claim of higher interest and further damages in the event of default remains unaffected.
3.3 The customer is only entitled to offsetting rights if his counterclaims are undisputed or have been legally established.
4.1 The start of the delivery times specified by us requires the clarification of all technical and organizational issues.
4.2 Unless a fixed period or date has been expressly promised or agreed upon, the deadlines and dates specified by us are only approximate. If shipment has been agreed, delivery periods and delivery dates relate to the time of handover to the freight forwarder, carrier or other third party responsible for the transport.
4.3 Compliance with our delivery obligations requires the timely and proper fulfilment of the customer's obligations. Without prejudice to our rights arising from default by the customer, we may demand an extension of delivery periods or a postponement of delivery dates by the period in which the customer fails to fulfill his contractual obligations towards us.
4.4 We are not liable for the impossibility of delivery or for delivery delays caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, official measures or improper and timely self-delivery) for which we are not responsible. If such events make delivery significantly more difficult or impossible for us and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the event of temporary obstacles, delivery periods are extended or delivery dates are postponed by the period of hindrance plus a reasonable start-up period. Insofar as the customer cannot be expected to accept the delivery as a result of the delay, he may withdraw from the contract by giving an immediate written declaration.
4.5 If we delay with a delivery or if delivery becomes impossible for us, our liability is limited to compensation in accordance with Section 9 of these General Terms of Delivery.
5.1 The place of performance for all obligations arising from the contractual relationship is Münster, unless otherwise specified.
5.2 The risk is transferred to the customer at the latest when the delivery item is handed over to the freight forwarder, carrier or other third party designated to carry out the shipment.
6.1 The retention of title regulated below serves to secure all current and future claims that we are entitled to against the customer from the existing delivery relationship with him (including balance claims from a current account relationship limited to this delivery relationship).
6.2 The goods delivered to the customer remain our property until all secured claims have been paid in full. The delivered goods and the goods replaced by the retention of title in accordance with the following provisions are referred to as “reserved goods”.
6.3 The customer shall store the reserved goods for us free of charge.
6.4 The customer is entitled to process and sell the reserved goods in the ordinary course of business until the sale occurs (Section 6.9). Pledges and security transfers are prohibited.
6.5 If the reserved goods are processed by the customer, the processing is carried out in our name and for our account and we, as manufacturer within the meaning of Section 950 BGB, directly acquire ownership of the newly created item or — if the processing is carried out from materials from several owners or the value of the processed item is higher than the value of the reserved goods — joint ownership (fractional ownership) of the newly created item. In the event that no such acquisition of ownership occurs with us, the customer transfers to us his future ownership or — in the above mentioned relationship — joint ownership of the newly created item.
6.6 In the event of resale of the reserved goods, the customer hereby assigns to us as security the resulting claim against the acquirer — in the case of joint ownership of the reserved goods, on a pro rata basis for the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. We revocably authorize the customer to collect the claims assigned to us in their own name. We may only revoke this direct debit authorization in the event of exploitation.
6.7 If third parties access the reserved goods, in particular through seizure, the customer will immediately inform them of our ownership and inform us of this in order to enable us to enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs arising in this connection, the customer is liable to us for this.
6.8 We will release the reserved goods and the items or claims taking their place insofar as their value exceeds the amount of the secured claims by more than 50%. It is up to us to select the items to be released afterwards.
6.9. If the customer acts contrary to the contract, in particular in the event of late payment, we are entitled to demand the return of the delivered goods (case of exploitation). Taking back the goods does not constitute a withdrawal from the contract, unless this is expressly stated by us.
7.1 The limitation period for claims and rights due to defects in the delivered goods is one year from delivery. Notwithstanding this, the statutory limitation period applies if we have fraudulently concealed a defect. Claims for damages arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty on our part are also time-barred in accordance with statutory provisions.
7.2 The delivered items must be carefully examined immediately after delivery. They are considered approved by the customer with regard to obvious defects or other defects that would have been apparent during an immediate, careful inspection, if we do not receive a written notice of defects within one week of delivery. With regard to other defects, the delivery items are considered to have been approved by the customer if we do not receive the complaint within one week of the date on which the defect appeared; if the defect was already obvious at an earlier point in time during normal use, this earlier date is decisive for the start of the complaint period. We can demand that a disputed delivery item be returned to us free of charge. If a complaint is justified, we will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.
7.3 In the event of material defects in the delivered items, we are initially obliged and entitled to repair or replace them, at our discretion, which must be made within a reasonable period of time. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement delivery, the customer may withdraw from the contract or reduce the purchase price accordingly.
7.4 If a defect is due to fault on our part, the customer may claim compensation under the conditions specified in Section 9 of these General Terms of Delivery (“Liability for compensation due to fault”).
7.5 Liability for defects does not apply if the customer changes the delivery item without our consent or has it modified by third parties and the removal of the defect is made impossible or unreasonably difficult as a result. In any case, the customer must bear the additional costs of remedying the defect as a result of the change.
8.1 Each contractual partner will immediately notify the other contractual partner if claims are made against him due to infringement of industrial property rights or copyrights of third parties.
8.2 In the event that the delivery item infringes an industrial property right or copyright of a third party, we will, at our option and at our expense, modify or replace the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or provide the customer with the right of use by concluding a license agreement with the third party. If we are unable to do so within a reasonable period of time, the customer is entitled to withdraw from the contract or to reduce the purchase price accordingly. Any compensation claims made by the customer are subject to the restrictions set out in Section 9 of these General Terms of Delivery.
8.3 In the event of violations of rights caused by products from other manufacturers delivered by us, we will, at our option, assert our claims against the manufacturers and sub-suppliers for the account of the customer or assign them to the customer. In these cases, claims against us exist in accordance with Section 8.2 only if the judicial enforcement of the above claims against the manufacturers and sub-suppliers was unsuccessful
or — due to insolvency, for example — is hopeless.
9.1 Our liability for damages — irrespective of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort — is limited in accordance with this Section 9, insofar as fault is involved in each case.
9.2 We are not liable in the event of simple negligence on the part of our organs, legal representatives, employees or other vicarious agents, unless it is a breach of essential contractual obligations. Essential to the contract are the obligation to deliver the delivery item on time, its freedom from legal defects and such material defects which impair its functionality or fitness for use more than insignificantly, as well as duties of advice, protection and care which are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life or limb of the customer's personnel or to protect their property from significant damage.
9.3 Insofar as we are fundamentally liable for damages in accordance with Section 9.2, this liability is limited to damage which we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen if we had exercised normal care. Indirect damage and subsequent damage resulting from defects in the delivery item are also only eligible for compensation insofar as such damage is typically expected when the delivery item is used as intended.
9.4 In the event of liability for simple negligence, our obligation to pay compensation for property damage and resulting further financial losses is limited to an amount of EUR 5 million per claim, even if it is a breach of essential contractual obligations.
9.5 The above exclusions and limitations of liability apply to the same extent in favour of our organs, legal representatives, employees and other vicarious agents.
9.6 Insofar as we provide technical information or provide advice and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.
9.7 The limitations of this Section 9 do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health, or under the Product Liability Act.
10.2 The relationships between the customer and us are subject exclusively to the law of the Federal Republic of Germany, excluding international private law. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) does not apply.
10.3 Insofar as the contract or these general terms of delivery contain loopholes, those legally effective provisions which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these general terms of delivery if they had known the loophole are considered agreed.
10.1 If the customer is a merchant or does not have a general place of jurisdiction in the Federal Republic of Germany, Münster is the place of jurisdiction for all possible disputes arising from the business relationship between the customer and us. However, we are also entitled to sue the customer at the customer's registered office. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
(As of September 2020)
