I. General Provisions and Scope
1. The law of the Federal Republic of Germany shall apply, including in relation to foreign contractual partners.
2. The law of the Federal Republic of Germany shall apply, including in relation to foreign contractual partners.
3. These Terms and Conditions apply to all present and future business transactions between ourselves and the customer. Deviating terms and conditions of purchase of the customer shall not be binding upon us unless expressly acknowledged in writing, even if we do not expressly object to them.
4. The place of performance and exclusive place of jurisdiction for all transactions with business customers shall be Bruchsal, Germany.
II. Terms of Delivery
1. Offers and Conclusion of Contract
1.1 Our offers are non-binding. All agreements shall only be valid if made in writing.
1.2 Documents relating to the offer, such as drawings or illustrations, statements of technical data, references to standards and descriptions in advertising materials, shall only constitute guarantees if expressly designated as such.
1.3 Deviations of the delivery item from offers, samples, test or prior deliveries shall be permissible in accordance with the applicable DIN standards, other relevant technical norms, and within customary industry tolerances.
1.4 In the case of repair orders, we are entitled to subcontract work and to carry out or have carried out test and transfer runs.
2. Prices
2.1 Prices do not include costs for packaging, freight, loading and unloading, transport, insurance, installation, assembly or commissioning. These shall be borne by the purchaser. Within the framework of statutory provisions, we shall take back packaging supplied by us if it is returned freight-free within a reasonable period.
2.2 For business customers, prices valid at the time of contract conclusion shall apply, plus statutory VAT.
2.3 If the customer requests a binding price quotation, a written cost estimate shall be required. This shall specify labour and replacement parts individually, with the corresponding prices. The cost estimate shall be binding for a period of two weeks after issue. Services rendered in preparing a cost estimate may be invoiced if this has been agreed in advance. If an order is placed on the basis of the cost estimate, any costs for its preparation will be offset against the final invoice.
2.4 We reserve the right to require an appropriate advance payment upon order placement, particularly for custom-made goods.
3. Performance Period
3.1 Delivery dates or periods are only binding if agreed in writing, unless the customer can prove otherwise. They are deemed to be met if the goods have left our premises by the agreed date. Performance shall not be due if the customer has not carried out any required act of cooperation or provided any agreed advance performance. In such cases, delivery periods shall commence only upon completion of such act or receipt of prepayment.
3.2 If the scope of work in a repair order changes or expands compared to the original order and this results in delay, we shall immediately notify the customer of the new completion date, stating the reasons.
3.3 In the event of delays caused by unforeseeable circumstances beyond our control (e.g. operational disruptions or force majeure) which significantly affect production or delivery, the performance period shall be extended accordingly. This shall also apply where such circumstances occur at our suppliers and we are not at fault. If performance of the contract becomes unreasonable for either party, that party may withdraw from the contract.
4. Delivery, Dispatch, Transfer of Risk, Partial Deliveries
4.1 Risk shall pass to the customer (if a business) upon handover of the goods to a carrier or our own transport personnel, but no later than when the goods leave our premises, warehouse or – in the case of direct dispatch – the supplier’s works. If dispatch or acceptance is delayed for reasons beyond our control, risk shall pass to the customer upon notification of readiness for dispatch.
4.2 We are entitled to make partial deliveries to a reasonable extent. In the case of manufactured or standard packaged goods, we are entitled to supply quantities within industry-standard tolerances, but at least up to ±10%.
4.3 For call-off orders, we are entitled to produce the entire quantity at once. Subsequent change requests can only be considered if expressly agreed. Payments for undelivered quantities shall become due upon expiry of the agreed final date. If no final date has been set, payment shall become due one year after conclusion of contract.
4.4 In cases of goods returned for reasons beyond our control, we shall charge a handling fee of 10% of the goods value, with a minimum of €10. Transport costs for collection will be charged according to actual expense.
4.5 If delivery cannot be completed due to reasons attributable to the customer (e.g. absence or incorrect address), a second delivery attempt will automatically be made on the next working day. Should the customer again be unavailable, a flat fee will be charged for the renewed attempt, in addition to any return shipping costs incurred. Further deliveries will only be made by prior arrangement and may be charged separately.
5. Acceptance
5.1 For repair work, acceptance shall take place at our premises unless otherwise agreed.
5.2 Acceptance shall be deemed to have occurred if the customer fails to collect the item within one week of notification of completion or receipt of invoice. For repairs completed within one working day, this period is reduced to three working days.
5.3 In the event of delayed acceptance, we are entitled to charge a customary storage fee. We may store the item elsewhere at our discretion, at the customer’s cost and risk.
6. Notice of Defects
Business customers must report visible or hidden defects in writing within five working days of receipt of goods or discovery of the defect.
III. Terms of Payment
1. Due Date and Default
1.1 Our invoices, including for partial deliveries, are payable within 8 days of the invoice date. The customer (if a business) is in default once this date is exceeded.
1.2 In the event of default, we shall be entitled to charge interest on arrears of 5% above the base rate (for consumers) and 8% above the base rate (for businesses) of the Deutsche Bundesbank. We reserve the right to assert further claims.
2. Credit Assessment
We may consult and exchange data with credit agencies (e.g. Schufa, Creditreform, etc.) to determine creditworthiness or default risk.
3. SEPA Direct Debit
The required SEPA pre-notification will be issued no later than two days before the debit date.
4. Right of Retention
4.1 A right of retention may only be exercised by business customers if it arises from the same contractual relationship or has been finally adjudicated or expressly acknowledged by us.
4.2 If, after conclusion of contract, it becomes apparent that our payment claim is endangered by the buyer’s lack of creditworthiness, we may exercise the rights under §321 BGB (German Civil Code). We may declare all outstanding claims immediately due and revoke collection authorisations. In the event of default, we may demand return of the goods after setting a reasonable grace period and prohibit further resale or processing. Return of goods shall not constitute withdrawal from the contract. The buyer may avert these consequences by payment or by providing security equal to our endangered claim.
5. Invoices and Account Reconciliation
Objections to our invoices or account statements must be made in writing within four weeks of receipt. Timely dispatch is sufficient. Failure to object within this period shall be deemed acceptance. Obvious errors (e.g. calculation mistakes) may be corrected subsequently by either party.
IV. Retention of Title
1. We retain ownership of all delivered goods until full payment of all claims arising from the delivery contract. We may reclaim goods in the event of contractual breach by the buyer.
2. The buyer must handle goods with care until ownership passes and insure them at their own expense against theft, fire, and water damage at replacement value. Any maintenance or inspection work must be carried out at the buyer’s expense. The buyer must inform us immediately in writing if goods are seized or subject to third-party claims. If the third party cannot reimburse us for legal costs incurred under §771 ZPO, the buyer shall be liable for our loss.
3. The buyer may resell goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us all claims from such resale, including VAT, regardless of whether the goods have been processed. The buyer remains authorised to collect such claims unless they default or insolvency proceedings are initiated.
4. Any processing or transformation of the goods shall be carried out on our behalf. If combined or mixed with other goods not belonging to us, we shall acquire co-ownership in proportion to the value of our goods to the other materials at the time of processing. The same applies in case of mixing. If the buyer’s goods are regarded as the principal item, the buyer shall transfer to us proportional co-ownership and hold the item in safe custody for us. To secure our claims, the buyer also assigns to us claims against third parties arising from combination of the goods with real property.
5. We undertake to release securities upon the buyer’s request insofar as their value exceeds our secured claims by more than 20%.
V. Liability for Material Defects
1. We are liable to consumers for material defects for a period of two years from the date of delivery, and to businesses for one year from delivery. For work performance, the warranty period is one year from acceptance. Statutory provisions apply otherwise.
2. In the case of a justified and timely notice of defect, we shall, at our discretion – or at the customer’s choice in a consumer sale – either repair or replace the goods. The customer may rescind the contract or reduce the price if a reasonable period for subsequent performance expires unsuccessfully. Where goods are purchased directly from catalogues or supplier lists of our subcontractors, our liability shall be limited to that of the subcontractor, provided the customer is aware or ought to be aware of such terms.
3. We shall not accept liability for defects arising after the goods leave our premises where caused by third-party repair, modification, improper use, or failure to observe operating instructions, manufacturer’s specifications, or recognised technical standards.
4. Costs of remedial work resulting from the customer (if a business) having moved the goods to a place other than the place of performance shall be borne by the customer.
5. If a repaired item becomes inoperative due to a defect, the customer may, with our prior consent, have repair work carried out by another authorised workshop. In such a case, the customer must state that the work relates to our warranty obligation and retain the replaced parts for a reasonable period. Replaced parts become our property.