I. Scope

1. Our general terms and conditions (GTCs) laid out below apply solely for supplies of goods and services to businesses pursuing their commercial or independent business activities through the conclusion of transactions.
2. Our GTCs shall apply for all current and future business relationships with our customers; customer GTCs which deviate from our GTCs shall not represent an element of any contract, even in the event that we are privy to same, insofar as we have not expressly consented in writing to their application.

II. Offers – contract conclusion

1. Our offers are subject to confirmation and are non-binding. All information about our products includes average values and does not constitute a guarantee of actual properties. We reserve the right to make reasonable technical changes.
2. A contract does not exist until we have confirmed the customer order in writing.
3. Verbal ancillary agreements or assurances from our employees which are not part of the written contract must be confirmed in writing by our management to be legally valid.

III. Delivery dates – force majeure

1. Delivery dates are only approximate insofar as they have not been expressly deemed in writing to be binding. The delivery period shall begin upon receipt by the customer of our order confirmation, but not before all details of contract performance have been clarified. The delivery period shall be deemed to have been observed upon notification to the customer of readiness for shipment.
2. Instances of force majeure or other events over which we have no influence and which materially impact our ability to fulfil our contractual obligations or make it impossible to do so shall discharge us from the obligations of the relevant contract; however, in the event of temporary hin¬drances, this shall only apply for the duration thereof plus an appropriate start-up period.

IV. Shipment – assumption of risk

1. We shall select the packaging, dispatch and means of transport unless a special agreement has been concluded. Packaging shall be charged at the standard premium.
2. Risk of accidental destruction and deterioration of the goods shall be assumed by the customer upon delivery or, in the event of a purchase involving shipment, with delivery of the goods to the forwarding agent or other authority charged with the shipment. In the event that the delivery or shipment of the goods is delayed for reasons attributable to the customer, the customer shall assume risk upon notification to same of readiness for shipment. Warehousing costs incurred following assumption of risk shall be covered by the customer.
3. The shipment shall only be insured against transport damage and other risks upon written request from the customer and for the customer’s account.

V. Duty of inspection for non-conformity – warranty

1. The customer is obligated to inform us in writing of any obvious defects within two weeks of receipt of the goods, otherwise assertion of any warranty claim is precluded. Dispatch of a defect report within this period shall suffice to meet this term. The burden of proof with respect to all claim prerequisites, in particular the defect itself, the time at which the defect was identified and timely notice of non-conformity, shall lie wholly with the customer.
2. In the event of defective goods, we shall decide in the first instance whether to fulfil the warranty by means of rectification or replacement. In the event that this fails to eliminate the problem, the customer may in principle demand either reduction in payment or cancellation of the contract. In the event of only minor contract infringements, in particular in the event of only minor defects, the customer shall not be entitled to cancel the contract.
3. In the event that the customer cancels the contract due to a legal or material/quality defect following unsuccessful rectification, he shall not be entitled to additional compensation as a consequence of the defect.
4. In the event that the customer claims compensation following failed rectification, the goods shall remain with the customer insofar as this is reasonable.
5. Compensation shall be limited to the difference between the purchase price and the value of the defective item; this shall not apply in the event of a fraudulent contract violation.
6. The warranty period shall apply for one year from delivery of the goods. The customer shall not receive guarantees in legal terms from us.

VI. Prices – payment terms – consequences of arrears

1. Our prices are invoiced in euros plus the relevant applicable VAT. Prices are ex warehouse Düsseldorf and exclude packaging, shipment and any assembly costs.
2. Insofar as no other payment terms have been agreed in writing, the customer is obligated to pay the agreed purchase price within ten days of receipt of the goods. Following expiry of this term, the customer shall be deemed to be in default (Art. 286 II Section 2 German Civil Code – BGB). During the period of default, interest shall be charged on the outstanding payment at a rate of 8 percentage points above the base rate. We reserve the right to set and assert higher charges for default.
3. All receivables shall be due immediately in the event of customer default or in the event that we become privy to circumstances which give us cause to doubt the solvency or creditworthiness of the customer. In such instances, we are also entitled to deliver solely against receipt of advance payment or a security and, in the event that the advance payment or security is not received within 2 weeks, to cancel the contract without defining a further notice period; further claims shall remain unaffected in this instance.
4. The customer may only withhold payments due or offset counterclaims where these counterclaims are undisputed or deemed legally final and absolute.

VII. Limitation of liability – limitation period

1. In the event of a breach of obligations through simple negligence, our liability shall be limited to the direct average damage foreseeable and typical for this type of contract and goods. This shall also apply in the event of a breach of obligations through simple negligence by our legal representatives or agents. These limitations of liability do not apply to product liability claims by the customer. Furthermore, these limitations of liability do not apply to physical injury and damage to health or loss of life at the customer attributable to us.
2. In the event of production to customer drawings, samples or other instructions, we shall accept no responsibility or liability for the functionality of the product or other defects, insofar as these are attributable to the customer instructions. The customer shall hold us harmless from any claims made against us by third parties, also with respect to product liability, for damages incurred through the goods, unless we have caused the damage through wilful or gross negligence.
3. Customer claims for compensation in the event of a defect are limited to a period of one year following delivery of the goods. This shall not apply in the event that we are guilty of gross negligence, nor in the event of physical injury and damage to health or loss of life at the customer attributable to us.

VIII. Retention of title

1. We shall retain retention-of-title rights to the goods until full payment of the purchase price has been made. The customer is obligated to handle the goods with care and carry out necessary maintenance or inspection work regularly at its own expense.
2. The customer is obligated to inform us without delay of any access to the goods by third parties, e.g. in the event of distraint, as well as about any damage to the goods or their destruction.
3. In the event of contract infringements by the customer, in particular in the case of default, we reserve the right to cancel the contract and demand return of the goods.

IX. Applicable law – legal venue

1. For all legal relations between the customer and us, the law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods (UN CISG) shall not apply.
2. The legal venue for all disputes arising from legal relations with our customers shall be either our registered office or that of the customer, subject to our choice. For customer claims, the legal venue shall exclusively be that of our registered office. Statutory provisions concerning exclusive responsibilities shall remain unaffected.

X. Safeguarding clause

1. In the event that individual provisions of the contract with our customer, including these general terms and conditions, are or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provisions are to be replaced with a regulation which pursues similar commercial aims to those of the invalid provision.