Terms and Conditions (T&Cs)

1. Applicability of the Conditions 

1. Our terms and conditions of sale apply to entrepreneurs (§ 14 BGB). They also apply to all future transactions with the purchaser (customer). To the extent these terms do not conflict with mandatory law, they also apply to consumers. 
2. Our terms and conditions of sale apply exclusively. Conflicting or deviating conditions of the purchaser are not recognized, even if we execute the contract without reservation. 
3. All agreements made between us and the purchaser for the execution of this contract must be set down in writing in this contract or in an amendment. 
4. Unless otherwise specified in these terms and conditions, the terms and definitions of INCOTERMS 2000 apply. 

2. Conclusion of Contract 

1. Our offers are non-binding. Orders are accepted subject to availability in our warehouse. Likewise, technical descriptions and other information in offers, brochures, or other documents are initially non-binding. Data sheets and descriptions provided for individual products are based on information from manufacturers and our suppliers. We assume no liability for this. The purchaser is obliged to verify for themselves whether the products are suitable for the intended use. 
2. We retain ownership and copyright of illustrations, drawings, calculations, and other documents. They must not be made accessible to third parties. 
3. Information as per paragraph 1, as well as public statements made by us, manufacturers, or their agents (§ 434 I 3 BGB), only become part of the product description if expressly referred to in this contract. 

3. Prices and Payment Terms 

1. Unless otherwise stated, our prices are “ex works.” Additional expenses, e.g., for insurance, are borne by the purchaser. 
2. Value-added tax (VAT) is not included in our prices; it will be separately shown at the statutory rate on the invoice date. 
3. Purchase price payments must be made within 15 business days (21 calendar days) of receipt of the goods and invoice, either in cash or by bank transfer. Payment is considered made as of the date the amount is freely available to us. Payments must be made at the customer’s own expense. 
4. We grant our customers a cash discount of – 3% for prepayment, – 2% for payment within 7 days. 
5. Initial orders are only executed against cash on delivery or prepayment. COD fees are borne by the customer. 
6. The purchaser is entitled to offset or retention rights only for undisputed or legally established claims. 
7. Our claims are collected via automated dunning procedures. Only proof of payment is considered in this process. 

4. Shipping Costs, Volume Discounts 

1. Shipping costs and volume discounts are shown separately in our ordering system. 
2. If the ordering system refers to an order value, this is based on the goods actually shipped. 
3. Partial deliveries are only made at the express request of the customer. In this case, the order value is based on the partial delivery to be shipped. 
4. Orders that cannot be fulfilled due to lack of availability or other reasons are not included in the calculation of the order value or the applicable discount scale. 

5. Delivery and Customer Cooperation 

1. The scope of our delivery obligation is determined solely by this contract. Design, shape, and color changes based on technical improvements or legal requirements are reserved, provided the changes are not significant or unreasonable for the purchaser. 
2. Partial deliveries may be made and invoiced if reasonable for the purchaser. Otherwise, partial deliveries are only made upon the express request of the customer. 
3. Delivery times are generally given subject to proper cooperation by the purchaser. Compliance with our delivery obligation requires timely and proper fulfillment of the purchaser’s obligations. 
4. If we are not supplied ourselves, despite having placed equivalent orders with reliable suppliers, we are released from our performance obligation and may withdraw from the contract. 
5. If, after conclusion of the contract, it becomes apparent that the purchaser does not provide sufficient guarantee of payment and our claim is at risk, we are entitled to refuse delivery until payment is made or security is provided. If payment or security is not provided within 12 business days after such a request, we are entitled to withdraw from the contract. 
6. We are entitled to have delivery performed by third parties. 

6. Delay in Delivery 

1. If an agreed deadline cannot be met due to circumstances beyond our control or that of our suppliers, it is extended appropriately. The purchaser will be informed immediately. If the hindering circumstances continue for one month after the agreed delivery date, either party may withdraw from the contract. Further claims for delays not caused by us are excluded. 

7. Place of Performance and Transfer of Risk 

1. The place of performance is Neuwied. Unless otherwise agreed, delivery is “ex works.” Insurance is only arranged at the request of the purchaser, who bears the associated costs. 

8. Defects in Goods 

1. The purchaser is initially subject to the statutory inspection and complaint obligations under § 377 HGB regarding defects. 
2. No further rights arise from defects that only insignificantly impair the value or usability of the goods for the intended purpose. 
3. If the goods have a defect at the time of transfer of risk, we are entitled and obliged to subsequent performance. This is carried out at our choice by repair or replacement. The costs of subsequent performance, especially transport, travel, labor, and material costs, are borne by us. If these costs exceed 50% of the delivery value, we may refuse subsequent performance. 
4. If subsequent performance fails, is not completed within a reasonable period set by the purchaser, or is refused, the purchaser may choose to withdraw from the contract, reduce the purchase price, or—within the limits of the following paragraphs—claim damages instead of performance. 
5. We are liable for damages caused by a defect according to legal regulations if it involves personal injury, under the Product Liability Act, or due to intent or gross negligence. 
6. If damage results from a culpable breach of a fundamental contractual obligation or “cardinal duty,” we are otherwise liable only for typical contractual damage. 
7. Further contractual and tort claims of the purchaser are excluded. In particular, we are not liable for damages not incurred on the delivered goods themselves or for lost profits or other financial losses of the purchaser. 
8. The above provisions do not apply to used goods. For defects in used goods, we are only liable if a guarantee is explicitly assumed, or in cases of intent or gross negligence. 
9. § 478 BGB remains unaffected by paragraphs 2–8. 

9. Other Liability for Damages 

1. The provisions in section 8, paragraphs 5–7 also apply to claims for damages due to other breaches of duty. 
2. In the event of a breach of a pre-contractual duty or an obstacle existing at the time of contract conclusion (§§ 311 II, 311a BGB), our liability is limited to the negative interest. 
3. For our tort liability, the provisions in section 8, paragraphs 5–7 apply accordingly. 
4. Where our liability is excluded or limited, this also applies to the personal liability of our employees, agents, representatives, and vicarious agents. 

10. Statute of Limitations 

1. The purchaser’s claim for subsequent performance expires, subject to §§ 438 No. 2, 479 BGB, two years after delivery, and for used goods one year after delivery. Accordingly, the right to withdraw or reduce the price under statutory provisions is excluded. 
2. For claims for damages, the limitation period is one year, subject to §§ 438 No. 2, 479 BGB. 
3. For claims under the Product Liability Act or in cases of intent or gross negligence, statutory limitation periods apply. 

11. Retention of Title 

1. Ownership of the delivered goods remains with us until all our claims against the purchaser from the business relationship, including future claims from simultaneously or subsequently concluded contracts, are settled. This also applies if claims are included in a running account and the balance is drawn and acknowledged. 
2. The purchaser is entitled to sell or process the goods in the ordinary course of business. Any processing is carried out on our behalf without obligation on our part. In the case of processing, combining, or mixing reserved goods with other goods, we generally acquire co-ownership of the new item in proportion to the value (= gross invoice value including ancillary costs and taxes) of the reserved goods relative to the value of the new item, or in the case of combination or mixing, in proportion to the value of the reserved goods relative to the other goods. 
3. The purchaser hereby assigns to us all claims arising from resale to a buyer or third party. They remain authorized to collect these claims. Our right to collect the claims ourselves remains unaffected; however, we will not exercise this right as long as the purchaser properly fulfills their payment and other obligations. Upon request, the purchaser must inform us of the assigned claims and their debtors, provide all necessary information for collection, hand over relevant documents, and inform debtors of the assignment. 
4. In case of breach of contract by the purchaser, especially in case of default, we are entitled to withdraw and reclaim the goods. For this purpose, the purchaser irrevocably allows us to enter their business and storage premises and remove the goods. 
5. As long as retention of title exists, the purchaser may not transfer or pledge the goods or items produced from them without our consent. 
6. In case of seizures or other third-party interventions, the purchaser must notify us in writing immediately. It is prohibited to make agreements with buyers that may affect our rights. 
7. We undertake to release the securities owed to us upon the purchaser’s request and at our discretion, insofar as the realizable value of the securities exceeds the secured claims by more than 20% or their nominal value by more than 50%. 

12. General Provisions 

1. The rights of the purchaser under this contract are not transferable. 
2. The invalidity of individual provisions does not affect the validity of the remaining provisions. 
3. If the purchaser is a merchant, the place of jurisdiction for all disputes is Neuwied. This jurisdiction is not exclusive. 
4. German law applies exclusively, excluding the UN Sales Convention (CISG). 

Neuwied, 01 August 2016