General Terms and Conditions

I. General

 

1. Our delivery and payment terms shall apply exclusively unless otherwise stated in our order confirmation. Deviating purchasing conditions of the purchaser will not become part of the contract, even with acceptance of the order.

2. Should individual provisions of these terms be or become invalid, the validity of the remaining provisions shall not be affected.

 

1. Amendments to the contract or ancillary agreements shall only be effective if confirmed in writing.

 

II. Conclusion of Contract

 

1. All our offers are non-binding.

2. Contracts are considered concluded upon dispatch of our order confirmation and in accordance with it.

III. Prices

 

Unless otherwise agreed, the prices and conditions of the offer valid at the time of contract conclusion apply. Goods are invoiced "net for gross."

 

1. Prices are understood as ex works or ex warehouse, plus freight, value-added tax, and import duties.

2. If costs arising outside our operations that are recognizable as the basis for calculation in the agreed price (such as raw materials, labor costs, machine costs, and currency exchange costs) change later than four weeks after the conclusion of the contract, we are entitled to adjust the prices accordingly on the first day of the calendar month.

 

1. If the adjusted price exceeds the original price by more than 10%, the buyer has the right to withdraw from the contract concerning the quantities affected by the price adjustment, effective upon the activation of the price adjustment. The right of withdrawal can only be exercised within one week of knowledge or the possibility of knowledge of the price adjustment.

IV. Payment and Set-Off

 

1. Payments must be made in the currency specified in the invoice.

 

1. Payments must be made—without any discounts—in such a way that we can dispose of the amount on the due date. This also applies if the documentation agreed for delivery is missing or arrives late. The buyer bears the costs of the payment transaction.

2. If a discount has been agreed upon, it always refers only to the invoice amount excluding freight and assumes the full settlement of all due liabilities of the buyer at the time of discounting. Unless otherwise agreed, discount periods commence from the invoice date.

 

1. If, after the conclusion of the contract, it becomes apparent that our payment claim is jeopardized by the buyer's lack of ability to perform or if the buyer is in default of payment for a significant amount or if other circumstances arise indicating a substantial deterioration of the buyer's payment capability after the conclusion of the contract, we are entitled to the statutory rights of refusal. We are also entitled to declare all outstanding claims from the ongoing business relationship with the buyer due.

2. In the event of exceeding the payment deadline or in default, we charge interest at the statutory default interest rate unless higher interest rates have been agreed. Additionally, we charge a default fee of €40. The assertion of further damages is reserved.

 

1. The buyer has a right of retention and the right to offset only insofar as his counterclaims are undisputed or legally established, they are based on the same contractual relationship with the seller, and/or they would entitle the buyer to refuse his performance under § 320 BGB.

V. Delivery Times and Dates

 

1. Our delivery obligation is subject to correct, timely, and contractual self-supply, and in the case of import transactions, additionally subject to the receipt of monitoring documents and import permits, unless the incorrect or delayed self-supply is caused by us. Information on delivery times is approximate. Delivery periods begin with the date of our order confirmation and apply only on the condition of timely clarification of all details of the order and timely fulfillment of all obligations of the buyer, such as providing all official certifications, setting up letters of credit and guarantees, or making advance payments.

 

 

1. The time of dispatch from the factory or warehouse is decisive for compliance with delivery times and dates. They are considered met when the readiness for dispatch is reported, if the goods cannot be dispatched on time without our fault.

2. The buyer must ensure smooth acceptance of the goods and notify us in a timely manner of any difficult delivery conditions. The buyer must unload promptly and properly. If we or third parties assist in this, it is done without legal obligation and at the buyer's risk.

 

1. Events of force majeure entitle us to postpone deliveries by the duration of the hindrance and a reasonable start-up time. This also applies if such events occur during an existing delay. Force majeure includes currency, trade policy, and other sovereign measures, strikes, lockouts, operational disruptions not caused by us (e.g., fire, machine and roller breakage, shortages of raw materials and energy), hindrance of transport routes, delays in import/customs clearance, insolvency of our suppliers, and all other circumstances that, without being caused by us, significantly complicate or render deliveries and services impossible. It is irrelevant whether the circumstances occur with us or a supplier. If the execution becomes unreasonable for one of the contracting parties due to the aforementioned events, they can withdraw from the contract by immediate declaration in text form.

VI. Retention of Title

 

1. We retain title to the delivered goods until full settlement of all claims arising from the business relationship against the buyer for any legal reason.

 

1. The buyer is entitled to sell the goods subject to retention of title in the ordinary course of business under his normal terms as long as he is not in default of payment. Pledging or transferring ownership of the goods subject to retention of title by the buyer is prohibited. The claims arising from the resale or any other legal reason (unlawful act, insurance) regarding the goods subject to retention of title are hereby assigned to us. The coverage limit for the assigned claim is 110% of the secured purchase price claim. The assignment is hereby accepted by us. The buyer is irrevocably authorized to collect the assigned claim. The authorization for resale ceases as soon as an application for insolvency is filed regarding the buyer's assets.

 

 

1. Processing or transformation of the goods subject to retention of title always occurs for us as manufacturer and supplier, but without any obligation for us. If our ownership is extinguished by connection, it is already agreed that ownership of the uniform item passes to us proportionally based on value. The authorization for further processing, transformation, mixing, or connection of the goods subject to retention of title ceases as soon as an application for insolvency is filed regarding the buyer's assets.

2. During the period of retention of title, the buyer is obliged to treat the goods subject to retention of title with care. In particular, the buyer must adequately insure the item at his own expense. If maintenance and inspection work is necessary, the buyer must also carry this out at his own expense.

3. In the event of third-party access to the goods subject to retention of title, the buyer is obliged to point out our ownership and notify us immediately. If the buyer violates this obligation or if the third party is unable to reimburse us for the costs incurred in this connection, the buyer is liable for this.

4. In the event of a breach of contract by the buyer, particularly in the case of payment default, we are entitled to prohibit the resale of the goods subject to retention of title and withdraw from the contract and demand the return of the goods subject to retention of title.

 

VII. Inspection Certificates / Acceptance

 

1. The provision of documentation requires written agreement. We are entitled to hand over such certificates in copy.

 

1. If an acceptance is agreed or corresponding material standards provide for one, it can only take place at the delivery plant or our warehouse immediately after notification of readiness for acceptance. The buyer ensures that we can appoint the desired acceptance company in his name and for his account or that of his purchaser. Unless otherwise agreed, this authorization is granted with the naming of an acceptance company in the order.

 

1. If acceptance does not occur, is not timely, or is not complete without our fault, we are entitled to dispatch the goods without acceptance or store them at the cost and risk of the buyer and charge him accordingly.

2. In the case of acceptances that go beyond the agreed standards, the buyer bears all associated risks and costs.

VIII. Shipping, Transfer of Risk, Packaging, Partial Deliveries, Call Orders, Ongoing Deliveries

 

1. We determine the shipping method and means as well as the forwarder and carrier, unless otherwise agreed.

2. Goods reported ready for shipping must be called off immediately; otherwise, we are entitled to dispatch them after reminder at the cost and risk of the buyer at our discretion or, at our discretion, store them and charge them immediately.

3. If transport becomes impossible or is significantly impeded on the intended route or to the intended location in the intended time without our fault, we are entitled to deliver by another route or to another location; the additional costs incurred are borne by the buyer. The buyer will be given an opportunity to comment beforehand.

4. The goods are delivered unpacked and not protected against rust. If agreed, we deliver packed. For packaging, protective and/or transport aids, we act according to our experience at the buyer's expense. Upon agreement, these can be taken back within a reasonable period. We do not cover the buyer's costs for return transport or for disposal of the packaging.

 

1. In the case of call orders, the risk passes to the buyer upon provision of the goods for collection. Otherwise, the risk, including the risk of seizure of the goods, passes to the buyer upon handover of the goods to a forwarder or carrier, but at the latest upon leaving the warehouse or delivery plant, for all transactions, including free-on-board and free delivery. We only arrange for insurance on the instructions and at the expense of the buyer. Unloading and its costs are borne by the buyer.

 

1. We are entitled to partial deliveries to a reasonable extent. Industry-standard over- and under-deliveries of up to 10% of the concluded quantity are permissible.

2. In contracts with ongoing deliveries, we must receive call-offs and sorting for approximately equal monthly quantities; otherwise, we are entitled to make the provisions at our reasonable discretion.

 

1. If the individual call-offs exceed the contract quantity in total, we are entitled to deliver the excess quantity but are not obliged to. We can charge the excess quantity at the prices valid at the time of the call-off or delivery.

2. Unless otherwise agreed, call orders must be executed within 180 days from the conclusion of the contract. After the deadline, we are entitled to store the uncalled goods at the buyer's cost and risk and charge them.

IX. Liability for Defects

 

1. Claims for defects are excluded if the condition of the goods has changed after the transfer of risk and/or if the buyer has to accept or inspect the goods before shipment.

2. No claims for defects against the seller exist if a supplier of the seller has assumed liability towards the buyer.

 

1. Complaints about defects must be made in writing to the seller immediately upon receipt of the delivery, but no later than within 10 days. The seller must be given the opportunity to inspect the delivery.

 

1. In the case of justified complaints about defects, the seller has the right to either remedy the defect or replace the goods at his discretion. Replaced parts become the property of the seller.

2. The buyer must allow the seller the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the seller; otherwise, the seller is released from liability for any resulting consequences.

3. The buyer has the right to withdraw from the contract only if the seller - taking into account the statutory exceptions - lets a reasonable deadline set for remedy or replacement delivery expire fruitlessly. If only a minor defect exists, the buyer is entitled only to a reduction of the contract price. The right to reduce the contract price remains otherwise excluded.

 

 

1. The buyer's claims – for whatever legal reasons – shall expire after 12 months, unless legally permissible.

2. After conducting an agreed acceptance of the goods by the buyer, the complaint of defects that were identifiable during the agreed method of acceptance is excluded.

X. General Limitation of Liability and Statute of Limitations, Import Regulations

 

1. For breaches of contractual and non-contractual obligations, particularly due to impossibility, delay, fault in contract negotiations, and unlawful acts, we are liable – also for our executives and other agents – only in cases of intent and gross negligence, in cases of gross negligence limited to the foreseeable contractual typical damage at the time of contract conclusion. Otherwise, our liability, including for defects and consequential defects, is excluded.

 

1. These limitations do not apply in the event of a culpable breach of essential contractual obligations, the breach of which jeopardizes the achievement of the contract's purpose or whose fulfillment enables the proper execution of the contract and on which the contracting partner is regularly entitled to rely. Furthermore, these limitations do not apply in cases of culpably caused damages to life, body, and health and also not if and insofar as we have assumed a guarantee for the quality of the sold item, as well as in cases of mandatory liability under the Product Liability Act. The rules regarding the burden of proof remain unaffected.

 

 

1. Unless otherwise agreed, contractual claims that the buyer has against us arising from and in connection with the delivery of the goods shall expire one year after delivery of the goods.

2. In the case of an import of goods to third countries outside the EU, the buyer bears the responsibility for compliance with the local regulatory safety regulations and legal provisions regarding product liability that go beyond the relevant European regulations and provisions. If we are held liable for violations of these safety regulations or legal provisions, the buyer is obliged to indemnify us upon first request from these claims.

 

 

1. As part of his obligation under paragraph 4, the buyer is obliged to reimburse us for any costs and expenses incurred in connection with the defense of the aforementioned claims, including, but not limited to, reimbursement of attorney's and court costs.

XI. Place of Performance, Jurisdiction, and Applicable Law

 

 

1. The place of performance for deliveries is, unless expressly agreed otherwise in a contractual agreement "free on board" (FOB), the factory or the place where the goods are located at the time of the purchase contract. In case of doubt, express agreements made with the buyer in writing in the purchase contract are decisive. The place of performance for payments is our company headquarters.

2. The law of the Federal Republic of Germany applies. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law) do not apply.

3. The competent local or district court in Hamburg has jurisdiction. However, we are also entitled to sue the buyer at any other general or special jurisdiction.

4. Should individual provisions of this agreement be or become wholly or partially ineffective or be incomplete, the effectiveness of the remaining provisions shall not be affected.

XII. Applicable Version

 

These terms and conditions of sale, payment, and delivery are available in various language versions. In case of doubt, the German version of these General Terms and Conditions of Sale and Delivery shall prevail and is legally binding.