General Terms and Conditions 

1. General Terms and Conditions of Sale – General, Scope

1.1 Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we carry out the delivery to the customer unconditionally despite being aware of conflicting or deviating terms and conditions of the customer.

1.2 Individual agreements made with the customer in specific cases (including side agreements, additions, and amendments) shall take precedence over these terms and conditions in any case. The content of such agreements is determined by a written contract or our written confirmation.

1.3 Our terms and conditions apply only to entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law.

1.4 Our terms and conditions in their respective versions also apply as a framework agreement for future contracts concerning the sale and/or delivery of movable goods with the same customer, without the need to refer to them again in each individual case.

2. Conclusion of Contract

2.1 Our offers are non-binding and subject to change.

2.2 If the customer's order qualifies as a binding offer pursuant to § 145 BGB, we may accept it within two weeks of receipt.

2.3 Acceptance may be declared either in writing (e.g., by order confirmation) or by delivering the goods to the customer.

2.4 We retain ownership and copyright rights to illustrations, drawings, calculations, and other documents. This also applies to written documents designated as 'confidential.' Prior to disclosure to third parties, the customer must obtain our express written consent.

3. Delivery, Transfer of Risk

3.1 Unless otherwise stated in the order confirmation, delivery shall be made 'ex works.' Upon the customer's request and at their expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, the transport company, shipping method, and packaging).

3.2 Separate agreements apply to the return of packaging.

3.3 The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon delivery or, in the case of a sale by dispatch, when the goods are handed over to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment.

3.4 If the customer is in default of acceptance, culpably breaches other duties of cooperation, or if our delivery is delayed due to reasons attributable to the customer, we are entitled to claim compensation for any resulting damage, including additional expenses. Further claims or rights remain reserved.

3.5 In the cases specified in Section 3.4, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time they are in default of acceptance.

4. Delivery Time, Delay in Delivery

4.1 The delivery time is individually agreed upon or specified in our order confirmation. The commencement of the delivery period requires the clarification of all technical questions.

4.2 Compliance with our delivery obligations also presupposes the timely and proper fulfillment of the customer’s obligations.

4.3 The occurrence of a delay in delivery is determined according to statutory provisions. In any case, a reminder from the customer is required.

5. Prices and Terms of Payment

5.1 Unless otherwise stated in the order confirmation, our prices apply ex works, excluding packaging, which is invoiced separately. The statutory VAT is not included in our prices and will be shown separately in the invoice at the statutory rate on the date of invoicing.

5.2 In the case of a sale by dispatch, the customer bears the transport costs from the warehouse. If the customer wishes, we will cover the delivery with transport insurance; the resulting costs shall be borne by the customer. Any customs duties, fees, taxes, and other public charges shall be borne by the customer.

5.3 Unless otherwise agreed, the invoice amount is due for payment in full within 14 days of the invoice date and delivery or acceptance of the goods by the customer. The statutory provisions regarding the consequences of default in payment apply.

5.4 The deduction of a cash discount requires a special written agreement.

5.5 The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. In addition, the customer is entitled to exercise a right of retention only to the extent that their counterclaim is based on the same contractual relationship.

6. Retention of Title

6.1 We retain title to the goods delivered until full payment of all our present and future claims arising from the purchase contract and ongoing business relationship.

6.2 The customer is obliged to treat the goods subject to retention of title with care and to insure them at their own expense against fire, water, and theft damage at replacement value.

6.3 The goods subject to retention of title may not be pledged or transferred as security before full payment. The customer must notify us immediately if third parties gain access to the goods. The customer shall bear any costs arising from judicial or extrajudicial interventions.

6.4 In the event of contractual violations by the customer, particularly default of payment, we are entitled to withdraw from the contract and demand return of the goods. The customer bears the return costs. The proceeds from the resale will be credited against the customer's liabilities, minus reasonable costs.

6.5 The customer is entitled to resell the goods in the ordinary course of business. All resulting claims are hereby assigned to us in the amount of the invoice value. The customer remains authorized to collect the claims unless they are in default.

6.6 Upon the customer's request, we undertake to release securities to the extent that their realizable value exceeds our secured claims by more than 10%. The selection of securities to be released is at our discretion.

7. Liability for Defects

7.1 The customer must inspect the goods immediately upon delivery and report any defects in writing within two weeks in accordance with § 377 HGB.

7.2 If the delivered goods are defective, we shall be entitled to choose between rectifying the defect or delivering a non-defective item. The customer must allow us the necessary time and opportunity. We shall bear the expenses for the purpose of supplementary performance, unless they increase due to the goods being transported to another place.

7.3 We may make supplementary performance dependent on the customer paying the due purchase price. However, the customer is entitled to retain a portion of the price proportional to the defect.

7.4 In urgent cases, the customer may remedy the defect themselves and demand reimbursement of necessary expenses. We must be notified in advance if possible.

7.5 If supplementary performance fails or is unreasonable, the customer may withdraw from the contract or reduce the price, unless the defect is minor.

7.6 Claims for damages are governed exclusively by Section 8.

8. Other Liability

8.1 We shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions unless otherwise specified in these terms.

8.2 We shall be liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In cases of slight negligence, we shall only be liable for damages resulting from the breach of essential contractual obligations and limited to foreseeable, typical damage.

8.3 The limitations of liability do not apply if we have fraudulently concealed a defect or assumed a guarantee. The same applies to claims under the Product Liability Act.

8.4 The above limitations also apply to reimbursement of futile expenses.

8.5 Further liability for damages beyond the provisions of Sections 8.1 to 8.4 is excluded, particularly for claims arising from culpa in contrahendo or tort (§ 823 BGB).

8.6 If our liability is excluded or limited, this also applies to personal liability of our employees and vicarious agents.

8.7 The customer may only withdraw from or terminate the contract due to breach of duty if we are responsible for the breach.

9. Limitation Period

9.1 The general limitation period for defect claims is one year from the transfer of risk.

9.2 Longer statutory periods remain unaffected in cases of recourse, fraudulent concealment of defects, or claims under the Product Liability Act.

10. Place of Performance, Governing Law, Jurisdiction

10.1 Unless otherwise stated in the order confirmation, our place of business is the place of performance.

10.2 These terms and all legal relationships are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.3 If the customer is a merchant under the German Commercial Code, the exclusive place of jurisdiction shall be our registered office in Hamburg. We may also sue the customer at their general place of jurisdiction.

11. Delivery Terms

1. These Delivery Terms apply exclusively to transactions with entrepreneurs and legal entities under public law. They do not apply to consumers.
2. Offers are non-binding and serve as invitations to submit a purchase offer. The contract is concluded by our acceptance.
3. The quality of the goods is determined solely by our specifications. Samples are binding only if explicitly agreed.
4. Advice is given to the best of our knowledge and does not relieve the buyer of their own testing responsibilities.
5. Unless agreed otherwise, deliveries are made at the price list valid on the day of the order. If prices change before delivery, the customer has the right to withdraw within 14 days of notification.
6. Deliveries are made according to agreed Incoterms. Delivery times are non-binding unless otherwise agreed.
7. Transport damage must be reported directly to the carrier and to us if we are responsible for transportation.
8. Compliance with statutory and regulatory provisions for import, storage, and use of the goods is the customer’s responsibility.
9. Invoices are payable within 30 days. In case of delay, we are entitled to charge interest 9% above the base rate.
10. Defects must be reported in writing without delay. We may remedy or replace the goods. Claims expire after one year.
11. Liability for slight negligence is limited to typical damages and excluded for minor contractual duties. Liability for intent, gross negligence, or personal injury remains.
12. Offsetting is permitted only with undisputed or legally established claims.
13. In case of doubts about the customer's creditworthiness, we may require advance payment or securities.
14. We retain ownership of delivered goods until full payment. In case of processing, we acquire co-ownership proportionally.
15. Force majeure events release us from delivery obligations. If they last longer than three months, both parties may withdraw.
16. Place of performance is our registered office.
17. Personal data is processed only for contractual purposes and deleted after expiry of retention periods.
18. Jurisdiction is Hamburg or the general jurisdiction of the customer.
19. German law applies, excluding conflict of law rules and the CISG.
20. If any clause is or becomes invalid, the remaining provisions remain unaffected.
21. Only the German version of these terms is binding. The English translation is for convenience only.