I. General

1. The following terms and conditions form an integral part of the contract concluded with us.
2. Our General Terms and Conditions of Sale, in their latest version, shall also apply to all subsequent transactions, without this needing to be expressly stated or agreed upon at the time of their conclusion.
3. We hereby reject any counter-confirmations, counter-offers or other references by the customer to their terms and conditions; any deviating terms and conditions of the customer shall only apply if we have confirmed them in writing.
4. The customer may only assign claims arising from legal transactions concluded with us with our express confirmation.

II. Quotations/Orders

1. Our quotations are always subject to change – in particular with regard to quantity, price and delivery time.
2. Orders placed by the customer shall only be deemed accepted once we have confirmed them in writing. The customer remains bound to their order for four weeks after it has been submitted. If we do not specifically confirm a contract concluded verbally, by telephone or by email in writing (e.g. by means of a delivery note), the invoice issued by us shall serve as confirmation.

III. Information

1. Information and details, for example regarding the technical specifications and characteristics of goods and products, are always provided without any guarantee as to their completeness or accuracy. We accept liability only in the event of gross negligence or wilful misrepresentation.

IV. Prices

1. Unless otherwise agreed, our prices are on an ‘ex works’ basis. Packaging and transport will be invoiced separately.
2. Confirmed prices are binding for a period of 2 months following receipt of the written order confirmation. After this period, invoicing shall be based on the terms charged to us by the manufacturers or suppliers at the prices applicable on the date of performance. If the increase exceeds 10 per cent of the agreed price, the customer is entitled to withdraw from the contract.
3. If, between the conclusion of the contract and delivery, additional or increased charges – in particular customs duties, levies or currency adjustments – arise due to changes in legal provisions, we are entitled to increase the agreed purchase price accordingly. The same applies to inspection fees.
4. Unless shown separately, VAT is not included in the prices. It will be invoiced at the statutory rate on the date of performance.

V. Delivery times, delay in performance and partial deliveries

1. Goods are always transported uninsured and, in all cases, at the customer’s risk. This applies even in the case of carriage paid deliveries and regardless of the means of transport used. Transport insurance will only be taken out at the customer’s express request. Any costs arising from this shall be borne solely by the customer.
2. In the absence of any written agreement to the contrary, the choice of dispatch location, route and means of transport shall be made by us at our discretion, without any liability on our part to provide the cheapest or fastest transport.
3. If the customer provides the means of transport, they are responsible for ensuring it is made available on time. We must be notified of any delays in good time. Any costs arising therefrom shall be borne by the customer.
4. We are entitled to make reasonable partial deliveries.
5. Our obligation to deliver is subject to timely and proper supply from our own suppliers.
6. Stated delivery and unloading times are always non-binding, unless expressly agreed otherwise in writing. We shall only be able to effect a delivery or provide a service once all data and information required for the fulfilment of the order are known to us.
7. Delivery delays due to force majeure or unforeseen events for which we are not responsible, such as operational disruptions, strikes, lockouts, official orders, the subsequent loss of export or import opportunities, as well as our right to withhold supply pursuant to paragraph 5 above, shall release us from the obligation to adhere to any agreed delivery or unloading times for the duration and to the extent of their effects. They shall also entitle us to withdraw from the contract, without the customer being entitled to compensation or any other claims as a result.
8. If an agreed delivery or unloading time is exceeded without there being an impediment to delivery as set out in paragraph 7 above, the customer must grant us, in writing, a reasonable grace period of at least 2 weeks. If we fail to meet this grace period through our own fault, the customer shall be entitled to withdraw from the contract, but not to claim damages for non-performance or delay, unless we are guilty of wilful misconduct or gross negligence.

VI. Payment

1. Our claims for goods and services are due for payment without any deduction on the date the invoice is issued. Bill of exchange or discount charges shall be borne by the customer and are due immediately.
2. Should a customer fall into arrears, we are entitled to charge interest on arrears at a rate of 8 per cent above the ECB’s base rate (Section 288(2) of the German Civil Code (BGB)). This does not affect our right to claim further damages.
3. The customer shall only be entitled to set-off, retention or reduction if their counter-claims have been legally established, are undisputed or have been acknowledged by us. The exercise of a right of retention is only permissible if the customer’s counter-claim is based on the same contractual relationship.
4. If the customer is no longer conducting business in the ordinary course or if circumstances arise which cast doubt on their creditworthiness – in particular if their assets are subject to attachment, a cheque or bill of exchange is protested, payment is delayed or suspended, or if the customer applies for insolvency proceedings, we shall be entitled to declare all our claims immediately due and payable, even if we have accepted bills of exchange or cheques. Furthermore, in such a case, we shall be entitled to demand advance payment or security, or to withdraw from the contract.

VII. Extended retention of title

1. We retain title to the goods delivered by us until all claims to which we are entitled arising from the ongoing business relationship with the customer – including those arising from previous deliveries – have been settled in full. We must be notified immediately of any attachments or other interventions by third parties. 2. In the event of the customer’s breach of contract, in particular in the event of default in payment, we shall be entitled to reclaim the delivered goods for the purpose of satisfying our claims and to realise their value, without this constituting a withdrawal from the contract. The proceeds realised from the sale, less any costs incurred in realising the value, shall be set off against the customer’s liabilities.

VIII. Extended retention of title

1. Any processing or transformation of the goods subject to retention of title shall always be carried out in our interest. The customer’s right to the goods delivered shall continue to apply to the processed or transformed item.
2. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall at that time acquire co-ownership of the new item in the proportion of the objective value of the goods delivered by us to that of the other processed or mixed items. If the mixing takes place in such a way that the customer’s item is to be regarded as the principal item, it is agreed that the customer shall, by virtue of the processing, tacitly and proportionally transfer co-ownership to us.
3. The customer is entitled to process, transform, mix with other items and/or resell the goods subject to retention of title in the ordinary course of business. However, the customer assigns to us all claims arising from the resale against its customers or third parties, in the amount of the purchase price agreed with us, including VAT.
4. If the customer defaults on payment or if there is any other material deterioration in their financial circumstances, we are entitled to prohibit the resale of the goods supplied by us and the collection of the claims arising from such resale.
5. The customer must then provide us with the information necessary to recover the claims, hand over the relevant documents and notify its customers of the advance assignment made in our favour. In addition, we are also authorised to give notice of the advance assignment on the customer’s behalf.

IX. Duty to inspect, warranty

1. The customer is obliged, upon delivery of the goods to the agreed destination or, in the case of collection by the customer, upon taking delivery, to inspect the goods immediately with regard to quantity, weights and packaging, and to note any complaints in this regard on the delivery note, consignment note or receipt; and to carry out a quality control check, at least on a representative random basis, opening the packaging to the extent necessary for this purpose.
2. When raising a complaint regarding any defects, the buyer must comply with the following procedures and time limits: The complaint must be made by the end of the working day following the delivery of the goods to the agreed destination or their collection. In the case of a complaint regarding a latent defect which, despite a proper initial inspection in accordance with paragraph 1, remained undetected at first, a different time limit applies, whereby the complaint must be made by the end of the working day following the discovery of the defect, but no later than within 2 weeks of delivery of the goods or their acceptance. The notice of defect must be received by us in writing, by fax or by email, setting out the details, within the aforementioned time limits. A notice of defect given by telephone is not sufficient. Complaints made to commercial representatives, brokers or agents shall be disregarded. The nature and extent of the alleged defect must be clearly stated in the complaint. The customer is obliged to make the goods subject to complaint available at the place of inspection for examination by us, our suppliers or experts appointed by us.
3. Goods for which a complaint has not been made in the proper form and within the prescribed time limit shall be deemed to have been approved and accepted.
4. In the event of complaints made in the proper form and within the prescribed time limit, and provided that there is a defect in our services for which we are responsible, we shall be entitled, at our discretion, to remedy the defect, provide a replacement delivery or carry out rectification work. In doing so, we shall bear the necessary expenses, in particular transport, travel, labour and material costs.
5. The customer shall have no further rights or claims. In particular, we shall not be liable for damages arising from non-performance or defective performance, unless the goods delivered by us lack a characteristic expressly warranted by us or there is intent or gross negligence on our part.

X. Place of performance/jurisdiction

1. Villingen-Schwenningen is agreed as the exclusive place of performance for all deliveries, services and payments.
2. The law of the Federal Republic of Germany shall apply. International sales law is excluded. This also expressly applies to the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The place of jurisdiction for all disputes arising from the contractual relationship is Villingen-Schwenningen. However, we are also entitled to choose a different place of jurisdiction.

XI. Final Provisions

1. Should any provision of these General Terms and Conditions of Sale be invalid, this shall not affect the validity of the remaining provisions. Invalid provisions shall be deemed to be replaced by provisions that are capable of achieving the economic purpose of the invalid provision as far as possible.
2. We have stored data relating to the customer in accordance with the Data Protection Act.