1. General considerations
The following General Terms and Conditions of Sale and Delivery shall apply to all our deliveries, services, and purchase agreements concluded with us. Terms and conditions of purchase of the customers that conflict with our terms shall only bind us if we have expressly agreed to them in writing on a case-by-case basis.
2. Offers and Conclusion of Contract Online
Our offers are subject to change and non-binding with regard to price, quantity, delivery time, and availability. They are exclusively directed at entrepreneurs as defined by § 14 BGB (German Civil Code). We do not enter into contracts with consumers as defined by § 13 BGB.
Should the customer place an order through our webshop, they can select products from our assortment and add them to a so-called shopping cart via the "Add to cart" button. By clicking the "Submit order" button, the customer submits a binding offer to purchase the goods in the shopping cart. Before submitting the order, the customer can modify and review their data at any time. However, the offer can only be submitted and transmitted if the customer accepts the General Terms and Conditions by clicking on the button "I accept the General Terms and Conditions" thereby incorporating them into their offer. The contract is only concluded upon our issuance of an acceptance declaration, which is sent via a separate email (order confirmation).
3. Delivery/ Shipping
We shall deliver all orders as promptly as possible, although no fixed delivery times are established. If a fixed delivery date has been exceptionally agreed upon, the customer is obligated to grant us a reasonable extension in the event of a delivery delay.
The day on which the goods leave our factory or warehouse shall be deemed the day of delivery.
Our deliveries are made exclusively Ex Works Herne or from our distribution warehouse. The customer bears the risk of transport, with the risk transferring to the customer at the latest upon handing over the goods (the commencement of the loading process being decisive) to the carrier or freight forwarder.
The choice of shipping method shall be made by us in the absence of any specific instructions. Insurance of the goods against theft, breakage, transport, fire, and water damage shall only be provided at the express request and expense of the customer.
We are not liable for the impossibility of delivery or for delivery delays, as far as these are caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions of any kind, difficulties in obtaining materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary governmental approvals, pandemics or epidemics, governmental actions, or the failure, incorrect or delayed delivery by suppliers despite a congruent hedging transaction) that are beyond our control. Should such events significantly impede or render delivery impossible and the impediment is not of temporary duration, we are entitled to withdraw from the contract. In case of temporary obstacles, the delivery deadlines or delivery dates shall be extended or postponed by the period of the impediment plus a reasonable start-up period. If the delay results in the customer being unreasonably expected to accept the delivery, they may withdraw from the contract by promptly providing us with written notice.
4. Prices/ Quantities
Should more than four months elapse between the conclusion of the contract and the scheduled delivery date, or should the performance only be possible after this period due to reasons attributable to the customer, our prices valid at the time of delivery or provision shall apply.
Furthermore, we reserve the right to pass on price increases due to cost increases (e. g., changes in material prices, wage increases) to the customer. In the event of a resulting price increase of more than 5% of the original net contract amount, the customer is entitled to withdraw from the contract. The customer must declare withdrawal within a period of two weeks after the announcement of the price increase.
Prices are Ex Works plus applicable value-added tax.
Offsetting with counterclaims of the customer or withholding payments due to such claims is only permitted insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the relevant delivery is made.
The weights, volumes, masses, or quantities that are decisive for calculation are determined at our respective delivery plant unless the customer requests a different official determination at their own expense.
Our invoices are payable immediately and in full without any deductions. Payments are considered to have been made only when the amount has been fully credited to one of our accounts. The acceptance of bills of exchange requires our prior consent. Advance payments and prepayments must be made including value-added tax.
6. Conditions of Goods, Technical Advice, Use, and Processing
Only the information contained in our product descriptions, specifications, and markings is considered to represent the condition of our goods. Other statements, endorsements, or advertisements do not constitute information on the condition of the goods.
Our application technical advice, whether verbal, written, or through trials, is provided as non-binding information to the best of our knowledge. We do not guarantee that our advice will not infringe on third-party rights. Our information does not relieve the customer of their responsibility to independently verify the suitability of our products for the intended processes and purposes. The application, use, and processing of our products occur outside our control and are therefore the sole responsibility of the customer. The provision of samples serves as a description of the condition only if they are samples that are produced in series, not laboratory samples.
7. Defect Notifications
The delivered goods must be carefully inspected immediately upon delivery. They will be considered as approved by the customer with respect to any apparent defects or other defects that would have been identifiable upon an immediate, thorough inspection if we do not receive a written notice of defect within seven working days after delivery. With respect to other defects, the goods will be deemed approved if the notice of defect is not received by us within seven working days after the defect became apparent; if the defect was obvious under normal use at an earlier time, that earlier time shall be decisive for the commencement of the notification period.
The customer bears the burden of proof for a hidden defect.
Only with our express consent may the customer return the goods complained about.
8. Customer Rights in Case of Defects
The customer's legitimate claims for defects are initially limited to the right to rectification. Only if the rectification fails may the customer assert other legal warranty rights. The warranty expires if the customer alters the delivered item or has it altered by third parties without our consent, and this alteration makes the rectification of defects impossible or unreasonably difficult.
The agreement of a warranty requires written form. A warranty statement is only effective if it sufficiently specifies the content of the warranty as well as its duration and geographical scope of coverage.
For slight negligence breaches of duty by us, our legal representatives, or other vicarious agents, claims for damages by the customer, including non-contractual claims, are excluded, unless the breach involves a duty that is of essential importance for achieving the purpose of the contract. To the extent that we are liable for damages on the merits, such liability is limited to damages that we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or should have foreseen with the exercise of due care. Indirect damages and consequential damages resulting from defects in the delivered goods are furthermore only compensable to the extent such damages are typically expected when the goods are used as intended.
In case of delay in performance, we are liable only in cases of intent or gross negligence by us, our representatives, or vicarious agents according to statutory provisions.
The foregoing limitations do not apply to damages resulting from injury to life, body, or health or from intentional misconduct. Mandatory statutory liability provisions remain unaffected.
11. Limitation of Actions
Claims for defects shall become statute-barred within one year from the statutory commencement of the limitation period in the case of § 438 paragraph 1 no. 3 of the German Civil Code (BGB). Claims for defects in the case of § 438 paragraph 1 no. 2 BGB shall become statute-barred within five years from the statutory commencement of the limitation period. This does not affect mandatory statutory limitation and liability provisions such as those for injury to life, body, or health, liability for intentional and grossly negligent conduct, liability under the Product Liability Act, breach of essential contractual obligations, or liability in the case of the assumption of guarantees.
12. Retention of Title
Our deliveries are made exclusively under the condition of retention of title. This retention secures all our current and future claims against the customer.
In the event of breach of contract by the customer, especially in case of payment default, we are entitled to repossess the goods. Repossession of the goods shall constitute a withdrawal from the contract as well as the seizure of the purchased item. After repossessing the goods, we are authorized to dispose of them; the proceeds of such disposal shall be offset against the customer's liabilities, taking into account any disposal costs.
The customer is obliged to handle the goods with care. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing. The customer may not pledge the delivered goods nor assign them as security.
The customer is permitted to resell and process the goods in the ordinary course of business; however, all claims equivalent to the invoice final amount arising from the resale or processing are hereby assigned to us. This applies regardless of whether the goods have been resold without or after processing. The customer remains authorized to collect these claims; this does not affect our right to collect the claims ourselves. We commit not to collect the claims as long as the customer meets their payment obligations, does not fall into arrears, and no application for opening insolvency proceedings has been filed, nor is there any cessation of payments. Should this be the case, the customer is obliged to provide us with the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents, and notify the debtors of the assignment.
The processing or transformation of the delivered goods is always carried out for us. If the goods are processed with items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the goods supplied (invoice final amount including VAT) to the other processed items at the time of processing. If the goods are inseparably mixed with items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivered goods to the other mixed items.
If the mixing occurs in such a manner that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer shall keep the sole ownership or co-ownership for us.
The customer also assigns to us the claim to secure our claims against him, which arises against a third party by the connection of the goods with a property.
We commit to release the securities entitled to us upon request by the customer, to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released lies with us.
The customer must immediately notify us in cases where third parties seize goods, assert rights to the goods, or wish to take possession of goods for which a purchase price claim exists in our favor (also residual claim). This notification obligation also applies in cases where, within the context of a total product, a balance claim exists in our favor, but the individual item, against which third parties assert rights, has already been paid for. Immediately after the announcement of payment suspensions, the customer is obliged to send us a list of the existing goods subject to retention of title, including those that have been processed.
13. Place of Performance and Jurisdiction
The place of performance for delivery shall be the respective shipping location, and for payment, it shall be Herne.
The agreed jurisdiction for all disputes arising from the purchase contract shall be Herne.
The legal relations between us and the customer shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Should any provision of these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the validity of all other provisions or agreements. The parties are obliged to replace an invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.
Amendments or supplements to these General Terms and Conditions of Sale and Delivery require written form. This also applies to the waiver of the requirement for written form.