Terms and Conditions of Delivery, Procurement, and General Business (GTC)

Scope of Application

1. By placing an order, the contracting party (hereinafter referred to as "Buyer") acknowledges exclusively our General Terms and Conditions for the duration of the entire business relationship. Contradictory and/or supplementary terms and conditions of the Buyer are not applicable to us, even if we do not explicitly object to them or fulfill our contractual obligations without reservation.
2. Our Terms and Conditions of Delivery, Procurement, and Business apply exclusively to entrepreneurs (§ 14 German Civil Code), legal entities under public law, and special funds under public law.
3. These Terms and Conditions of Delivery, Procurement, and Business also apply to all future transactions with the Buyer.
4. Additionally, the provisions of EU Regulation 2019/1150 (P2B Regulation) for transparency and fairness in business relationships apply.

Offer

1. All our offers are non-binding. They merely constitute an invitation to the Buyer to submit an offer.
2. Public statements made by us, the manufacturer of the delivered goods, or their agents do not constitute descriptions of the goods’ condition or guarantees of the goods.
3. If special items are ordered by the Buyer, we will execute these according to the sample provided, provided that the sample is referenced in the order.
4. Digital offers (e.g., software solutions, product databases) are provided exclusively under the condition of regular updates and maintenance.

Prices

1. All prices listed in price lists and brochures are non-binding and are quoted ex works or warehouse, plus packaging, shipping, and insurance. The prices include the applicable statutory VAT.
2. If cost increases or decreases occur before or after contract conclusion and prior to delivery, which are not attributable to us (e.g., material and labor costs, public charges), we are entitled to adjust prices accordingly. Upon request, we will provide the Buyer with evidence of these cost changes.
3. We reserve the right to adjust prices due to exchange rate fluctuations affecting imported goods, provided the Buyer is informed in advance.

Delivery, Transfer of Risk, and Delay in Acceptance

1. Delivery is made at the Buyer’s expense, regardless of the order value. We reserve the right to select the shipping method, type, and appropriate packaging materials.
2. Special requests (e.g., express delivery) are at the Buyer’s expense.
3. The risk of accidental loss or deterioration of the goods passes to the Buyer when the delivery leaves our premises/warehouse. The premises/warehouse are the place of performance. This transfer of risk applies to partial deliveries as well. If the shipment is delayed due to circumstances beyond our control, the risk passes to the Buyer on the day notification of readiness for shipment is made.
4. We are entitled to make partial deliveries provided that:
   • The partial delivery can be used by the Buyer for the contractual purpose.
   • Delivery of the remaining goods is ensured.
   • No significant additional effort or costs arise for the Buyer (unless we agree to bear these costs).
5. Timeframes and deadlines for deliveries and services provided by us are always approximate unless explicitly stated otherwise. If shipping is agreed upon, delivery deadlines refer to the handover to the carrier, freight forwarder, or other third parties responsible for transportation.
6. We are not liable for delivery delays or non-performance due to force majeure or other unforeseeable events at the time of contract conclusion, such as pandemics, cyberattacks, or global supply chain disruptions.
7. If the Buyer delays acceptance, fails to cooperate, or our delivery is delayed due to reasons attributable to the Buyer, we are entitled to claim damages, including additional expenses. A flat compensation of at least 1% per calendar week, up to a maximum of 8%, will be charged.
8. International deliveries are subject to prior clarification of export regulations and the condition of valid approval by the competent authorities.

Payment

1. Invoices are payable within 8 days of the invoice date with a 2% discount. After this period, no discount will be granted.
2. Discounts are not granted if the Buyer is in arrears with payment for a previous delivery.
3. For custom-made products, the Buyer must make a 50% down payment. The balance is due before delivery.
4. Payment is deemed received upon crediting to our account.
5. Checks are considered payment only upon clearance.
6. A handling fee of €25.00 per check is currently charged for payments by check.
7. Deviating payment terms require our written agreement.
8. If payment is not received within 30 days of the invoice date, the Buyer is in default according to § 286 (3) BGB. The legal consequences are governed by § 288 BGB.
9. For new customers, we reserve the right to deliver cash on delivery or require prepayment.
10. Payments in cryptocurrencies or via digital payment systems (e.g., PayPal, Stripe) require a separate agreement.

Notification of Defects

1. The Buyer must report any defects – excluding hidden defects – in writing without delay, generally within 8 working days (excluding Saturdays) after receiving the delivery. Otherwise, the goods are deemed approved.
2. Hidden defects must be reported without delay, generally within 8 working days (excluding Saturdays) after discovery. Otherwise, the goods are also deemed approved regarding these defects.
3. Defect notifications in electronic form (e.g., via email) are permissible but must include a clear description of the defect.
4. Returns of goods, particularly in the case of repairs or other service requests, must be handled exclusively through our authorized distributor. Direct returns to us are not permitted.
5. The buyer is responsible for covering the shipping costs for returning the goods to the distributor, as well as any repair costs, unless they are covered by an existing warranty or guarantee.
6. The entire process, including inspection, repair, and return of the goods, is carried out in cooperation with the distributor. We assume no responsibility for delays or other complications arising during processing by the distributor.
7. The buyer is required to contact the distributor before returning the goods and to follow the distributor’s instructions for the return process. Unauthorized returns will not be processed.

Warranty and Liability

1. We provide warranty for defects in the delivered goods, at our discretion, by rectification or replacement.
2. If subsequent performance fails, the Buyer may choose to reduce the purchase price (reduction) or withdraw from the contract.
3. Further claims by the Buyer are excluded unless liability is mandatory by law, particularly for injury to life, body, or health, as well as in cases of gross negligence or intent.
4. The limitation period for warranty claims is one year from the transfer of risk unless otherwise agreed in writing.
5. Extended warranty obligations apply to digital products under the laws regulating the sale of goods with digital elements.

Retention of Title

1. We retain ownership of all delivered goods until full payment of all claims arising from the business relationship.
2. The Buyer is entitled to resell the goods in the ordinary course of business. The Buyer hereby assigns to us all claims arising from the resale, up to the amount of the final invoice (including VAT).
3. The Buyer remains authorized to collect these claims as long as they fulfill their payment obligations to us and are not in default.
4. If the goods are processed or transformed, the retention of title extends to the new item.

Data Protection

1. We process the Buyer’s personal data exclusively in compliance with applicable data protection laws (e.g., GDPR and BDSG).
2. The purpose of data processing is to fulfill and execute contracts and maintain business relationships.
3. The Buyer has the right to request information, correction, deletion, or restriction of the processing of their personal data at any time.
4. If data is shared with third parties (e.g., logistics providers), this occurs solely to fulfill the contract or with the Buyer’s explicit consent.

Final Provisions

1. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance for deliveries and payments is our business location. The court of jurisdiction, to the extent permitted by law, is also our business location.
3. Amendments or additions to these Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement.
4. Should any provision of these Terms and Conditions be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the intended economic purpose.
5. Deviating agreements are only valid if expressly agreed upon in writing.