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General Terms and
Conditions of Sale

Validity of the terms and conditions

Deliveries, services and offers of the seller exclusively occur on the basis of these terms and conditions. Therefore, these also apply to all future business relationships, even if they are not expressly agreed again. These terms and conditions are deemed to be accepted no later than upon retrieval of the product or service. Counter-confirmations of the seller with reference to his terms and conditions/terms and conditions of purchase are herewith objected to.

1. Order

We only accept orders verbally and in written form under our General Terms and Conditions of Sale and Delivery. Deviations from this, particularly terms and condition of the seller, are only binding for us, if they are expressly confirmed by us in written form. Our offers are subject to confirmation and are valid for a maximum of 30 days from the date of dispatch.

2. Delivery, calculation

The delivery takes place ex works Affolterbach or ex outside warehouse on account and risk of the purchaser. The valid price on the day of delivery is relevant for the calculation. All prices are stated exclusive of VAT Quantity deviations with custom-made products, also including printing orders, of up to 10 % are deemed to be approved. With article changes, we are entitled to only deliver the new product after the stocks in the older version are sold out. Packaging is not calculated. No compensation is paid for a return shipment. We reserve changes according to the requirements.

3. Payment

Our invoices are payable within 14 days after the invoice date in cash with a 2% cash discount or within 30 days net. If the payment deadline is exceeded, we are entitled to demand default interest in a minimum amount of 8 percentage points (Section 288.2 BGB [German Civil Code]) over the respective base interest rate (Section 247 BGB). If we accept bills of exchange, the purchaser is required to pay the discounting and bank fees. If the purchaser fails to pay a bill debt on time or if a cheque is not redeemed or if the purchaser enters into default with the payment of a due debt for longer than one week, all claims from our mutual business relationship will fall due immediately. The seller is only entitled to set-off, retention or reduction, even if notifications of defects or counterclaims are asserted, if the counterclaims are established as final and absolute by a court of law or are undisputed. In the event of defects existing, the purchaser shall not be entitled to a right of retention unless the delivery is obviously defective or the principal is obviously entitled to refuse acceptance. In such a case, the principal shall only be entitled to retention insofar as the retained amount is in an adequate proportion to the defects and the anticipated costs of supplementary performance, (particularly the rectification of defects). The principal is not entitled to assert claims and rights due to defects, if the principal has not made due payments and the due amount is in an appropriate relation to the value of the – defective – delivery. However, we are entitled to offset all of our own claims, including bill receivables, against all claims of the purchaser, which he is entitled to against us, as well as our sister company, also with different maturities.

4. Impediment to delivery, delivery default

Delivery obligations and delivery periods shall be suspended, as long as the purchaser is in default with a liability. Claims for damages by the seller (e.g. lost profit) shall not be affected by this. In the event that doubts arise regarding the purchaser’s solvency, we reserve the right to make the further fulfilment dependent on collateral. In the event of delivery default, the purchaser must set a minimum adequate grace period of 4 weeks. After this grace period has fruitlessly expired, the seller shall be entitled to withdraw from the contract, with orders of catalogue products.

For orders of custom-made products, a new delivery date must be renegotiated.

Insofar as the seller is at fault for non-compliance with bindingly promised deadlines and dates or is in default, the purchaser is entitled to default compensation in the amount of 1/2 % for each full week of the default, however, a maximum total of up to 5 % of the invoice value of the deliveries and services affected by the default. Claims over and above this are excluded, unless the default is based on at least gross negligence by the seller. Force majeure, such as operational disruptions, sudden employee, energy or raw material shortages, strike, lockouts, traffic disruptions and orders from higher authorities release us from the delivery obligation for the duration of the disruption and scope of their effect. The also entitle us to withdraw from the contract as a whole or in part.

5. Acceptance

If the product needs to be accepted within a specific time period, the purchaser must call off virtually the same monthly quantities. If the purchaser has reserved a different split, he must indicate this no later than 3 weeks after we have asked him to do so in written form. A delivery obligation only exists for us according to these specifications, if we have declared our agreement in written form. If the seller fails to inform us about the requested split, we are entitled to either deliver in virtually equal monthly instalments or withdraw from the contract. If the product is not accepted as agreed, we may cancel quantities, which the purchaser is in arrears with the acceptance of. The same applies to quantities that we have not delivered due to payments in arrears.

6. Defects

Possible objections to the condition or quantity must be raised within 8 days after receipt of the product, specifying the order data, the invoice and shipping numbers and including samples. With collections, subsequent objections regarding quantity shortfalls are excluded. Hidden defects must be notified immediately after discovery, no later than one year after receipt of the products. The burden of proof that it involves hidden defects is borne by the purchaser. We will fulfil timely and substantiated notifications of defects, at our own discretion, through exchange (supplementary performance) or compensation of the lower value, provided that the product is still in the same condition as during delivery. If the supplementary performance fails, the purchaser is entitled to the right to reduction or withdrawal from the contract, at his option. Rejected goods may only be sent back with our express consent.

The purchaser bears the risk of return shipment. With shortfall quantities, we have the option between subsequent delivery and a corresponding credit. We are not liable for damages due to violations of proprietary rights that were not foreseeable for us.

7. Liability

Claims for damages are excluded, irrespective of the type of breach of duty, including illicit acts, provided that premeditated or grossly negligent acts do not exist. With infringements of material contractual obligations, the seller is liable for any negligence, however, only up to the amount of the foreseeable damages. Claims to lost profit, saved expenses from third-party claims for damages and to other indirect and consequential damages may not be demanded, unless a procurement feature guaranteed by the seller specifically has the purpose of safeguarding the purchaser against such damages. The liability limitations and exclusions in paragraphs 1 and 2 do not apply to claims that have been incurred due to fraudulent conduct by the seller, as well as liability for guaranteed procurement features, for claims under the Product Liability Act and damages from injury to life, limb or health. Insofar as the liability of the seller is excluded or limited, this shall also apply to employees, representatives of legal agents of the seller.

8. Reservation of ownership

All delivered products remain our property until the full repayment of the seller’s entire liabilities from the mutual business relationships with us or our sister companies. The seller undertakes to keep and store our products separately and, in any case, protect them against damage and theft.

The reservation of ownership also extends to the new products created through processing, in accordance with the value. The processing takes place on our behalf. The purchaser is deemed to be the free-of-charge custodian for the seller. The seller is entitled to dispose over the reserved products in the proper course of business, as long as he is prepared and able to duly fulfil his obligations towards us. Pledges and security transfers are only permitted with our consent. The seller shall defend from interventions by third parties (lien etc.) in our ownership and immediately notify us about it. All claims from the sale of reserved products shall already be assigned by the purchaser to us now, with ancillary and security rights, including bills of exchange and cheques to secure our claims.

If other reserved products are sold with other items after processing, the assignment shall be limited to the part of the claim which corresponds to the share of the reserved product as a proportion of the total value of the processed items at the time of processing.
The seller shall keep receipts from these assignments separately and only use them to cover our claim. We are entitled to notify the purchaser about the assignment, on a case-by-case basis. The purchaser shall send a list of the assigned outstandings at our request for the purpose of self-collection.

If the value of the security exceeds the claims to be secured by more than 20%, the we shall be obligated to release the purchaser’s security upon request. In the event of anti-contractual conduct by the purchaser – particularly payment default, the seller is entitled to withdraw from the contract and demand the return of the reserved goods.

9. Place of performance

The place of performance for delivery and payment is Wald-Michelbach.

10. Legal jurisdiction

a) Registered traders – if the purchaser is a registered trader, for amounts over € 5,000.00, the Darmstadt Regional Court and for amounts up to € 5,000.00, the Fürth/Odw. Local Court is deemed to be agreed.

b) ceteris paribus, for non-traders and non-registered traders, the statutory provision applies, with the proviso that for the dunning procedure, for amounts over € 2,500.00, Darmstadt, and for amounts up to € 2,500.00 Fürth/Odw. are responsible as the legal jurisdiction.

11. Export transactions

The law of the Federal Republic of Germany governs the terms and conditions and the entire legal relationships between the seller and purchaser. The provisions of the UN Sales Convention do not apply.

12. Other

If one or several provisions from the terms and conditions of sale should be or become invalid, this shall not affect the validity of the terms and conditions overall. The parties undertake to replace the invalid provisions with new, valid provisions, which correspond to the spirit and purpose of the regulations.