General Terms & Conditions
A. General Provisions
1. These General Terms and Conditions (T&C) apply to all our current and future business relationships with entrepreneurs as defined in § 310 BGB (hereinafter referred to as the “Buyer”). Any deviating terms and conditions of the Buyer shall only apply if we have expressly agreed to them in writing.
2. In individual cases, specific agreements (including side agreements, supplements, and amendments) shall take precedence over these T&C. The content of such agreements is determined by a written contract or our written confirmation.
3. Even without explicit mention, statutory provisions apply additionally unless they are directly modified or expressly excluded in these T&C.
B. Contract Formation
1. Our offers are non-binding. The contract is only concluded upon acceptance of the Buyer’s order. This also applies if we provide the Buyer with technical documentation (e.g., drawings, data sheets, specifications), product descriptions, or other documents, including electronic formats, to which we retain ownership and copyright.
2. Industry-standard deviations in our acceptance (e.g., through order confirmation) from the Buyer’s order are reserved and do not affect the conclusion of the contract.
C. Delivery Terms
1. If we are unable to meet binding delivery deadlines due to circumstances beyond our control (e.g., unavailability of the service due to non-delivery by our suppliers), we will inform the Buyer immediately and determine a new reasonable delivery date. If the service is still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any payments already made will be refunded promptly. Our statutory rights (e.g., exclusion of the performance obligation) and the Buyer’s rights under these T&C remain unaffected.
2. The occurrence of our delivery delay is determined by legal regulations. In any case, a reminder from the Buyer is required.
3. Delivery takes place at our discretion from the factory or our branch (place of performance) using the most cost-effective shipping method for us. The Buyer shall bear additional costs for any shipping method specified by them. Packaging costs are charged at cost price.
4. The shipment is at the Buyer’s risk (loss, deterioration, delay). If the shipment is delayed due to reasons beyond our control, the risk passes to the Buyer at the moment we notify them of readiness for dispatch. The statutory risk transfer due to acceptance default remains unaffected.
D. Prices and Payment Terms
1. The purchase price is due immediately upon invoicing and delivery of the goods unless otherwise agreed in writing in advance. Upon expiration of the payment period, the Buyer is in default. The purchase price is subject to interest at the statutory default interest rate during the delay, without prejudice to further rights.
2. The Buyer may only offset claims or exercise rights of retention if the respective counterclaim is legally established or recognized by us.
3. If the Buyer’s solvency is at risk (e.g., due to an application for insolvency proceedings), we are entitled, under statutory provisions, to refuse performance and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). For custom-made products, we may withdraw immediately. The statutory provisions regarding the dispensability of setting a deadline remain unaffected.
E. Retention of Title
1. We retain ownership of the goods until full payment of all present and future claims against the Buyer.
2. In the event of a breach of duty, particularly non-payment of the purchase price, we are entitled to withdraw from the contract and/or demand the return of the goods in accordance with statutory provisions. The demand for return does not automatically constitute a withdrawal from the contract; we may demand return while reserving the right to withdraw. If the purchase price remains unpaid, we will assert these rights only after the unsuccessful expiration of a reasonable final payment deadline, unless such a deadline is not required by law.
3. The Buyer is permitted to process and/or resell the goods in the ordinary course of business. In such cases, the following provisions apply:
3.1 The retention of title extends to products resulting from processing, mixing, or combining the goods, with us being deemed the manufacturer. If third-party ownership rights remain, we acquire co-ownership in proportion to the values of the combined goods. Otherwise, the product is considered reserved goods.
3.2 The Buyer hereby assigns to us all claims arising from the resale, in full or to the extent of our co-ownership share, as security. We accept this assignment. The Buyer’s obligations under clause 2 also apply concerning the assigned claims. The Buyer remains authorized to collect the claims alongside us.
3.3 If the value of the security exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.
F. Buyer’s Warranty Claims
1. We are liable for ensuring that the goods are free from material and legal defects (including incorrect or incomplete deliveries) under statutory provisions, unless otherwise specified below. The statutory provisions on supplier recourse remain unaffected.
2. Only product descriptions that are part of the specific contract constitute an agreement on the condition of the goods. Additionally, the goods are free from material defects if they have the properties that the Buyer can expect based on our product descriptions. We assume no liability for public statements by third parties (e.g., advertising claims).
3. The Buyer’s warranty claims require compliance with statutory inspection and notification obligations. The Buyer must allow us the necessary time and opportunity to examine the reported defect, particularly by providing the goods for inspection.
4. If the goods are defective, we may choose to remedy the defect (repair) or supply a defect-free replacement (replacement delivery). Our statutory right to refuse performance remains unaffected.
5. If remedial action fails or a reasonable deadline set by the Buyer expires unsuccessfully, the Buyer may withdraw from the contract or reduce the purchase price. The right of withdrawal does not apply in the case of a minor defect.
6. Claims for damages or reimbursement of expenses exist only under the following provisions; otherwise, they are excluded.
G. Liability
1. We are liable for damages—regardless of the legal basis—only in cases of intent or gross negligence. However, we are also liable for simple negligence in the following cases: – for damages resulting from injury to life, body, or health; – for damages arising from the breach of a fundamental contractual obligation; in this case, our liability is limited to the foreseeable, typically occurring damage. These limitations of liability do not apply if we have fraudulently concealed a defect or assumed a guarantee. The same applies to claims of the Buyer under the Product Liability Act.
2. Outside of our liability for defects, the Buyer has the right to withdraw from or terminate the contract only in cases of breaches of duty attributable to us. In particular, a free right of termination (e.g., under §§ 651, 649 BGB) is excluded. Withdrawal or termination must be declared in writing. Otherwise, the statutory requirements and legal consequences apply.
H. Statute of Limitations
1. Notwithstanding § 438 (1) No. 3 BGB, the general statute of limitations for claims arising from material and legal defects is one year from the date of delivery.
2. For buildings and construction materials, the limitation period is two years from the date of delivery. The special statutory limitation rules for supplier recourse remain unaffected and apply in favor of the Buyer even if the service provided to the consumer is based on a contract for work and services with a five-year limitation period instead of a purchase contract.
3. In all cases, the statutory provisions for third-party claims for restitution, supplier recourse, and cases of fraudulent intent remain unaffected.
4. If we owe the Buyer contractual damages due to or as a result of a defect, the statutory limitation periods for purchase law (§ 438 BGB) shall apply without reduction. These limitation periods also apply to competing non-contractual claims for damages unless the application of the regular statutory limitation periods (§§ 195, 199 BGB) results in a shorter limitation period in a specific case. The limitation periods under the Product Liability Act remain unaffected.
I. Governing Law and Jurisdiction
1.The law of the Federal Republic of Germany shall apply, excluding all international and supranational (contractual) legal systems, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG). The requirements and effects of retention of title are subject to the law of the location where the goods are situated. For cross-border contracts, the international rules for the interpretation of standard trade terms (Incoterms) in their latest version shall apply.
2. For merchants, the exclusive—also international—place of jurisdiction is the District Court of Munich. However, we also reserve the right to file suit at the Buyer’s general place of jurisdiction.
Effective: January 2024