General Business Conditions
All orders are accepted and executed by us only on the basis of the following conditions. Conflicting conditions are not valid. By placing orders, the customer acknowledges these conditions.
Our offers are non-binding. The contract is concluded by the order of the buyer (offer) and the acceptance by us.
Verbal agreements are only binding if they have been confirmed in writing or in text form (in particular e-mail or fax) or by way of actual fulfilment by sending the goods by us.
a) Delivery shall take place within the agreed delivery period and requires the correct and timely delivery of raw material to us. In all other respects, Section 4 of these GTC shall apply.
b) Partial deliveries are permissible, unless otherwise contractually agreed.
c) We are entitled at any time to deliver goods equivalent to the contractually agreed product (possibly from third-party providers). We are under no obligation to do so, unless the customer accepts any resulting additional costs or delays in delivery.
d) In the case of mail-order purchases, the transfer of risk to the customer takes place at the time when the goods leave the factory or warehouse.
4. Force majeure
a) Should events and circumstances whose occurrence is beyond our control, in particular
- Natural phenomena,
- labour disputes,
- lack of raw materials and energy,
- traffic and operational disruptions,
- cyber attack,
- fire and explosion damage,
- epidemics or pandemics (whether or not declared as such by WHO),
- sovereign measures and official orders
complicate or reduce the availability and/or manufacture of the contractually agreed goods so that we cannot fulfil our contractual obligations, we shall be released from our contractual obligation for the duration of the disruption and to the extent of its effect. This also applies to events and circumstances in the above-mentioned sense that make the execution of the affected business uneconomical for us in the long term or which are present at our suppliers.
b) We will inform the customer about the occurrence of events and circumstances pursuant to lit. a) immediately after we become aware of them in writing or in text form (e.g. e-mail or fax).
c) If the events or circumstances according to lit. a) last longer than six months, we are entitled to withdraw from the contract.
a) Should we adjust the prices for the product to be delivered or change the terms of payment in the period between conclusion of the contract and delivery due to significant changes in the material, energy or other costs of performance of the contract, we shall be entitled to apply the prices or terms of payment valid on the day of delivery. In this case, the customer is entitled to withdraw from the contract by written declaration within 14 days of notification of the price increase.
b) The agreed prices and additional costs to be borne by the customer are exclusive of the applicable statutory value added tax.
a) All claims are due for payment immediately after invoicing.
b) We are entitled to demand advance payment against delivery of goods ready for loading.
c) Notwithstanding the agreed method of payment, we are entitled to demand advance payment for delivery in the following cases, namely:
aa) if, after conclusion of the contract, a significant deterioration in the financial circumstances of the customer occurs or if we become aware of a circumstance from which justified doubts arise as to his solvency, unless the payments of others are guaranteed to us (e.g. bank guarantee),
bb) the customer is in default with the acceptance, acceptance or payment of a delivery.
d) The customer is not entitled to offset or to make deductions of any kind, unless the claim made for offsetting has been acknowledged by us in writing or has been legally established.
7. Rights of the customer in case of defects
a) The customer must inspect the goods for defects immediately upon receipt. Obvious defects in the goods, which can be detected during a proper inspection, must be reported to us immediately, at the latest within two weeks after receipt of the goods. Other defects must be reported immediately, at the latest within four weeks after becoming aware of them. The notification must be made in writing and must precisely describe the nature and extent of the defects.
b) If the goods are defective and this has been duly reported by the customer in accordance with lit. a), the customer shall be entitled to the statutory rights with the following provisos:
aa) We have the right, at our discretion, either to remedy the defect or to deliver defect-free goods to the customer (subsequent performance).
bb) We reserve the right to make two attempts at subsequent performance. Should the supplementary performance fail or be unreasonable for the customer, the customer can either withdraw from the contract or demand a reduction in the purchase price.
cc) For claims for damages and reimbursement of futile expenses due to a defect, the following provisions to Zif. 8. of these Terms and Conditions.
dd) § 445a BGB is waived.
8. Statute of limitations
a) The limitation period for claims arising from material defects and defects of title is one year from delivery, unless mandatory statutory provisions preclude this. Insofar as acceptance has been agreed, the limitation period begins with acceptance.
b) The limitation period for contractual and tortious claims for damages is one year from the beginning of the statutory limitation period.
c) Anything else applies only in the case of intent and gross negligence. In this case, the statutory limitation periods apply.
a) We shall be liable for damages within the scope of fault liability, irrespective of the legal grounds, exclusively in the event of intent and gross negligence. Liability for simple negligence is limited to cases of culpable breach of a material contractual obligation. In this case, however, our liability is limited to compensation for typical, foreseeable damages. In the event of simple negligent breach of non-essential contractual obligations, our liability is excluded.
b) The limitations of liability according to lit. a) do not apply
- in the event of damages resulting from injury to life, limb or health which are based on a negligent breach of duty by us or an intentional or negligent breach of duty by a legal representative or vicarious agent of ours,
- insofar as we have fraudulently concealed a defect,
- insofar as a guarantee for the quality of a product has been assumed,
- with regard to mandatory liability according to the provisions of the Product Liability Act.
10. Retention of title
a) The delivered goods remain our property until full payment.
b) If the purchaser has paid the purchase price for the delivered goods, but if there are further liabilities arising from the business relationship with us which have not yet been paid in full by the purchaser, we shall also retain title to the delivered goods until all liabilities have been paid in full.
c) In the event of processing of the goods delivered by us by the customer, we shall be deemed to be the manufacturer and shall acquire direct ownership of the newly created goods. If the processing takes place together with other materials, we shall acquire direct co-ownership of the new goods in the ratio of the invoice value of the goods delivered by us to that of the other materials.
d) If the goods delivered by us are combined or mixed with an item of the customer in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers co-ownership of the main item to us, in the ratio of the invoice value of the goods delivered by us to the invoice value (or, if such does not exist, at market value) of the main thing. The customer shall store the resulting sole ownership or co-ownership for us free of charge.
e) Within the scope of the ordinary course of business, the customer is entitled to dispose of the goods existing in our ownership as long as he fulfils his connections from our business relationship as agreed. The customer already assigns to us all claims arising from the sale of goods to which we have reserved ownership at the time of conclusion of the contract with us. Insofar as we have acquired co-ownership in the event of processing, combining or mixing, the assignment shall take place in the ratio of the value of the goods delivered by us under retention of title to the value of the goods subject to retention of title of third parties.
f) At our request, the customer must provide all necessary information about the existence of the goods owned by us and about the claims assigned to us. Likewise, at our request, the goods owned by us must be labelled by the customer. The latter must also inform its customers of the assignment.
g) In the event of default of payment by the customer, we shall be entitled, even without withdrawing from the contract and without setting a grace period at the expense of the customer, to demand the provisional surrender of the goods owned by us and to revoke the customer’s authority to further sell and process the goods subject to retention of title.
11. Place of performance and jurisdiction and applicable law
Place of performance and exclusive place of jurisdiction for both parties is Hamburg. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of German private international law and to the exclusion of the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods.
Status: November 2022