1 General
1.1 These Terms and Conditions of Sale and Delivery shall apply exclusively. They shall also apply to all future transactions with the Purchaser, even if they are not expressly agreed again. Any terms and conditions of the Buyer that conflict with or deviate from these Terms and Conditions of Sale shall not be recognized unless the Supplier has expressly agreed to their validity in writing. These Terms and Conditions of Sale shall also apply if the Supplier carries out the delivery to the Purchaser without reservation in the knowledge that the Purchaser's terms and conditions conflict with or deviate from these Terms and Conditions of Sale.

1.2 All agreements made between the Supplier and the Customer for the purpose of executing this contract are set out in writing in this contract. Collateral agreements and amendments require the written confirmation of the Supplier. Our Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).


2 Offer, scope of delivery
2.1 The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents; they may only be made accessible to third parties with the written consent of the supplier. The Supplier shall only be entitled to make plans designated by the Purchaser as confidential accessible to third parties with the Purchaser's consent. The Purchaser shall be responsible for ensuring that the execution drawings submitted by him do not infringe the industrial property rights of third parties. If claims are nevertheless asserted against the Supplier by third parties for infringement of industrial property rights, the Purchaser shall indemnify the Supplier in full.

2.2 The Supplier's written order confirmation shall be decisive for the scope of delivery; in the case of an offer by the Supplier with a time limit and timely acceptance, the offer shall be decisive if no timely order confirmation has been received.


3 Prices and payment
3.1 Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging. Value added tax at the applicable statutory rate shall be added to the prices.

3.2 The purchase price is due 30 days after the date of issue of the invoice. The deduction of a discount requires a special written agreement. A discount deduction is not permitted if purchase price claims are still unpaid due to older, due invoices.

3.3 Money orders, checks and discountable bills of exchange shall only be accepted on account of payment. Collection charges and other costs shall be borne by the customer.

3.4 If the Buyer is in default of payment, the Supplier shall be entitled to demand default interest of 8 percentage points above the respective base interest rate in accordance with § 247 BGB (German Civil Code) per annum. If the Supplier is in a position to prove higher damages caused by default, it shall be entitled to claim these.

3.5 The Customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognized by the Supplier. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

3.6 The Supplier reserves the right to change the prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials; proof of these will be provided to the Customer on request.

3.7 The minimum net order value is € 50. Orders below this value shall only be accepted by the Supplier subject to reservation.


4 Delivery period
4.1 The delivery period begins with the dispatch of the order confirmation, but not before the documents, approvals and releases to be procured by the Buyer have been provided and an agreed down payment has been received. Compliance with the delivery period presupposes the fulfillment of the customer's contractual obligations.

4.2 The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.

4.3 The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the control of the supplier, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item. This shall also apply if the circumstances occur at subcontractors. The supplier shall not be responsible for the aforementioned circumstances even if they occur during an existing delay. In important cases, the Supplier shall inform the Purchaser of the beginning and end of such hindrances as soon as possible.

4.4 If the Buyer suffers damage due to a delay caused by the Supplier's own fault, the Buyer may demand compensation for the proven damage incurred. This does not apply if the supplier is only responsible for simple or slight negligence.

4.5 If dispatch is delayed at the request of the customer, the customer shall be charged the costs incurred for storage, starting one month after notification of readiness for dispatch. In the case of storage at the Supplier's works, at least ½% of the invoice amount shall be charged for each month, unless the Purchaser can prove that lower costs were incurred. In addition, the Supplier is entitled, after setting a reasonable deadline which has expired without result, to dispose of the delivery item elsewhere and to supply the Purchaser within a reasonably extended period.


5 Transfer of risk and acceptance
5.1 The risk shall pass to the Purchaser at the latest upon dispatch of the delivery parts, even if partial deliveries are made or the Supplier has assumed other services, e.g. the shipping costs or delivery and installation. At the Customer's request and expense, the Supplier shall insure the consignment against theft, breakage, transportation, fire and water damage and other insurable risks.

5.2 If dispatch is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day on which the goods are ready for dispatch, but the Supplier shall be obliged to take out the insurance requested by the Buyer at the latter's request and expense.

5.3 Delivered items, even if they have minor defects, are to be accepted by the Buyer without prejudice to the rights under Section 7.

5.4 Partial deliveries are permissible.


6 Retention of title
6.1 The Supplier shall retain title to the delivery item until all claims existing against the Customer at the time of delivery have been settled by the Customer. If checks or bills of exchange are handed over, payment shall not be deemed to have been made until they have been duly honored.

6.2 This retention of title shall be extended to all claims of the customer which he acquires against third parties from the resale of the delivery item; the claims shall be assigned in the amount of the gross invoice value. The purchaser assigns these future claims to the supplier by way of security at the time they arise. The supplier accepts this assignment.

6.3 The Purchaser may neither pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform the supplier immediately.

6.4 If the customer processes the delivered goods and the reserved ownership is thereby lost, the processing shall be carried out for the supplier in such a way that the supplier acquires co-ownership of the new item in proportion to the purchase value of the delivered item in relation to the other processed goods at the time of processing. This processing clause shall continue to apply to all claims which the customer acquires in the future through the resale of the goods subject to this processing clause. The Purchaser assigns to the Supplier the claims arising from the resale of this item in the amount of the value of the processed delivery item. The Supplier accepts this assignment.

6.5 The Supplier's security interests shall not prevent the Customer from disposing of the items belonging to the Supplier or the claims assigned to the Supplier by way of security in the normal course of business. The customer is not entitled to dispose of the reserved goods in any other way. Normal business operations shall no longer be deemed to exist if the customer defaults on his payment obligations, if bills of exchange are protested, if payments are suspended or if a petition in bankruptcy is filed. In this case, the customer is obliged, at the request of the supplier, to inform his customers of the assignment, to refrain from collecting the claim and to allow the supplier to collect it. At the Supplier's request, the Purchaser shall be obliged to disclose the addresses of the third-party purchasers to the Supplier upon first request.

6.6 The Supplier undertakes to release the securities to which it is entitled at the request of the Purchaser at its own discretion to the extent that the realizable value of these securities exceeds the claims to be secured by more than 20%. The realizable value of the securities shall be calculated as follows: Items are to be valued at the respective purchase price; receivables are to be valued at 80% of their nominal value.

6.7 In the event of breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the goods after issuing a reminder and the Purchaser shall be obliged to surrender them.


7 Liability for defects
7.1 Claims for defects on the part of the Purchaser presuppose that the Purchaser has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

7.2 If there is a defect in the purchased item, the purchaser shall be entitled, at his discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect, the supplier is obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

7.3 If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price. In the case of insignificant defects, the right of withdrawal is excluded.

7.4 The Supplier shall be liable in accordance with the statutory provisions if the Purchaser asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of representatives or vicarious agents of the Supplier. Insofar as the Supplier is not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

7.5 The Supplier shall be liable in accordance with the statutory provisions if it culpably breaches a material contractual obligation. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.

7.6 Insofar as the customer is entitled to compensation for damages instead of performance, liability shall also be limited within the scope of Article 7.3. to compensation for foreseeable, typically occurring damages.

7.7 Liability for culpable injury to life, limb or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.

7.8 Unless otherwise stipulated above, liability is excluded.

7.9 The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

7.10 The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected. It shall be five years, calculated from delivery of the defective item.


8 Further liability
8.1 Any further liability for damages other than that provided for in Section 7 is excluded, irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.

8.2 The limitation according to paragraph 8.1 also applies if the customer demands compensation for useless expenses instead of a claim for damages.

8.3 Insofar as the Supplier's liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of its employees, workers, staff, representatives and vicarious agents.

9 Withdrawal
9.1 The Purchaser may withdraw from the contract if the entire performance becomes finally impossible for the Supplier before the transfer of risk. The Purchaser may also withdraw from the contract if, in the case of an order for similar items, the performance of part of the delivery becomes impossible in terms of quantity and the Purchaser has a legitimate interest in rejecting a partial delivery; if this is not the case, the Purchaser may reduce the consideration accordingly. If the Supplier only becomes aware after conclusion of the contract that the Purchaser is in an unfavorable financial situation, the Supplier may demand a security for the Purchaser's counter-performance that is recognized in the course of business, setting a reasonable deadline. If the Supplier is not presented with the requested security within the set period, it shall be entitled to withdraw from the contract and/or demand compensation.

9.2 If there is a delay in performance within the meaning of Section 4 of the Terms of Delivery and the Customer grants the Supplier in default a reasonable grace period and the grace period is not complied with, the Customer shall be entitled to withdraw from the contract.

9.3 If the impossibility occurs during the delay in acceptance or through the fault of the purchaser, the latter shall remain obliged to counter-performance.

9.4 The Buyer shall also be entitled to withdraw from the contract if the Supplier allows a reasonable period of grace granted to it for the repair or replacement of a defect for which it is responsible within the meaning of the Terms and Conditions of Delivery to expire fruitlessly through its own fault. The Purchaser shall also have the right to withdraw from the contract in other cases where the Supplier fails to repair or replace the goods.

9.5 All other further claims of the Buyer, in particular for termination or reduction as well as for compensation for damages of any kind, including damages that have not occurred to the delivery item itself, are excluded. Section 7.8 shall apply accordingly.

10. place of jurisdiction
For all disputes arising from the contractual relationship, if the customer is an entrepreneur, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the supplier's head office. The Supplier shall also be entitled to bring an action at the Customer's principal place of business.


11. final provisions
11.1 If the Customer is an entrepreneur, a legal entity under public law or a special fund under public law, the Supplier's head office shall be the place of performance.

11.2 German law shall apply to the contractual and other legal relationships between the Supplier and the Purchaser to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11.3 Should a provision in these Terms and Conditions of Delivery be or become invalid within the framework of other agreements, the remaining parts shall remain binding. The parties undertake to replace the ineffective clause with an agreement that comes as close as possible to the economic purpose of the ineffective clause.