General Terms and Conditions of Sale (GTC-S)

§1 General information – Scope of application
(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 of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. Individual agreements between the parties, in particular in the form of provisions expressly agreed in offers, order confirmations, or written supplementary agreements, take precedence over these General Terms and Conditions of Sale. There are no verbal side agreements.
(3) Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
(4) Our terms and conditions of sale also apply to all future transactions with the customer.

§2 Offer – Offer Documents
(1) If the order qualifies as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks.
(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations, and other documents. This also applies to written documents designated as “confidential.” The customer requires our express written consent before passing them on to third parties.

§3 Prices – Terms of payment
(1) Unless otherwise stated in the order confirmation, our prices are “ex works,” excluding packaging; this will be invoiced separately.

(2) Statutory value added tax will be charged at the applicable rate for deliveries within Germany and shown separately on the invoice. For deliveries to other EU member states, no value added tax will be charged if the customer provides us with their valid VAT identification number and the requirements for an intra-Community delivery are met. No value added tax is charged for export deliveries to third countries, provided that the requirements for tax exemption under German sales tax law are met.

(3) Discounts are only granted if this has been expressly agreed in writing.

(4) Our deliveries are generally made only against advance payment. Deviating payment terms, such as partial payments or a payment term, require an express agreement. If, in exceptional cases, a delivery is made before full payment has been received and without a separate agreement, the invoice amount shall be due immediately upon receipt of the invoice without deduction.

(5) The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by us in writing. In addition, they shall be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

§4 Delivery time
(1) The start of the delivery period specified by us is subject to the clarification of all technical questions. This includes, for example, written drawing approvals.
(2) Compliance with our delivery obligation is further subject to the timely and proper fulfillment of the customer's obligations. We reserve the right to raise the defense of non-performance of the contract.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.
(5) We shall be liable in accordance with the statutory provisions if the underlying
purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in the further performance of the contract has ceased to exist.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents is attributable to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on a culpable breach of an essential
contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) Further statutory claims and rights of the customer remain reserved.

§5 Transfer of risk – Packaging costs
(1) Unless otherwise stated in the order confirmation, delivery is agreed to be “ex works.”
(2) Separate agreements apply to the return of packaging.
(3) If the customer so desires, we will cover the delivery with
transport insurance; the costs incurred in this regard shall be borne by the customer.

§6 Liability for defects
(1) Claims for defects by the customer presuppose that the customer has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) If the purchased item is defective, we shall be entitled, at our discretion, to remedy the defect or deliver a defect-free item. Within the scope of subsequent performance, we shall only bear the necessary expenses, in particular transport, travel, labor, and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a location other than the original place of delivery or the costs arise from a type of subsequent performance chosen by the customer that is disadvantageous to us.
(3) If the subsequent performance fails, the customer is entitled to demand withdrawal or reduction at their discretion.
(4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) Claims for defects in wear parts, consumables, or damage resulting from improper use, faulty assembly, natural wear and tear, or unauthorized modifications by the customer or third parties are excluded.
(6) We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; however, even in this case, liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damage.
(8) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(9) Unless otherwise specified above, liability is excluded.
(10) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is normally used for a building and has caused the defect. The limitation period shall not recommence due to rectification or replacement delivery measures.
(11) The limitation period in the event of a delivery recourse pursuant to Sections 445a, 445b BGB remains unaffected; it is five years, calculated from the delivery of the defective item.

§ 7 Total liability
(1) Any liability for damages beyond that provided for in § 6 is excluded, regardless of the legal basis. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty, or tortious claims for compensation for property damage pursuant to § 823 BGB.

(2) The limitations of liability provided for in § 6 and in this § 7 do not apply

– in cases of intent or gross negligence,

– in cases of culpable injury to life, limb, or health,

– in cases of fraudulent concealment of a defect,

– in cases of assumption of a guarantee for the quality of the item, or

– in accordance with the provisions of the Product Liability Act.

(3) In the event of a breach of essential contractual obligations, liability shall be limited to foreseeable damage typical for this type of contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

(4) Except in the cases specified in paragraph 2, liability shall be limited to the contractually agreed net purchase price of the respective delivery.

(5) The limitations set out in the preceding paragraphs shall also apply to claims by the customer for reimbursement of futile expenses and to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

§8 Retention of title
(1) We reserve title to the delivered goods until all claims against the customer arising from the current business relationship have been settled in full (“extended retention of title”). If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Unless otherwise provided by law, the taking back of the goods constitutes a withdrawal from the contract. After taking back the purchased goods, we are entitled to sell them; the proceeds of the sale will be offset against the customer's liabilities, less reasonable selling costs.

(2) The customer is obliged to treat the purchased item with care and to insure it adequately at their own expense against fire, water, theft, and other damage at replacement value. They must carry out any necessary maintenance and inspection work in good time at their own expense.

(3) In the event of seizures or other access by third parties to the purchased item, the customer must notify us immediately in writing so that we can assert our rights. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

(4) The customer is entitled to resell or process the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including sales tax) accruing to him from the resale or processing against his customers or third parties. The assignment also includes balance claims of the customer from existing current account relationships or in the event of termination of such relationships. The customer remains authorized to collect these claims even after the assignment; our authority to collect the claims ourselves remains unaffected by this. However, we will not collect the claims as long as the customer duly meets its payment obligations and no application for the opening of insolvency or comparable proceedings has been filed or payments have been suspended. If this is the case, we may demand that the customer disclose the assigned claims and their debtors to us, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment.

(5) The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount including sales tax) to the other processed items at the time of processing. The same shall apply to the item created by processing as to the purchased item delivered under retention of title.

(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. If the mixing is carried out in such a way 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 and stores it for us free of charge.

(7) The customer also assigns to us as security for our claims any claims against third parties arising from the connection of the purchased item with a piece of real estate or its installation in a facility.

(8) We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

(9) In the case of deliveries abroad, we shall retain title to the delivered goods until all claims on our part have been paid in full, insofar as this is permissible under the law of the country of destination. The customer is obliged to take all necessary steps to ensure the effectiveness and enforcement of the retention of title abroad, in particular to arrange for any necessary registrations or notifications at its own expense without delay and to provide us with suitable evidence of this. If the law of the country of destination does not recognize a retention of title provision or if such a provision is ineffective, the customer undertakes to provide us with equivalent security (e.g., bank guarantee or lien) to secure our claims and to provide us with proof of this.

§9 Place of jurisdiction – Place of performance
(1) If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be our place of business. However, we shall also be entitled to sue the customer at their general place of jurisdiction.

(2) The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

(3) The place of performance for all obligations arising from this contract, including take-back and subsequent performance obligations, shall be our place of business, unless otherwise specified in the order confirmation.

(4) For customers based outside the Federal Republic of Germany, paragraph 1 shall apply accordingly. We reserve the right to initiate arbitration proceedings in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS) instead of bringing an action before state courts. The seat of the arbitral tribunal shall be Düsseldorf, and the language of the proceedings shall be German.

§ 10 Data protection / compliance
(1) We process the customer's personal data exclusively in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Further information on the type, scope, and purposes of data processing can be found in our current data protection information, which is made available to the customer upon conclusion of the contract.

(2) The customer is obliged to comply with all legal regulations relevant to the performance of the contract, in particular regulations on export control law, money laundering law, antitrust law, and other compliance requirements. The customer further undertakes not to take or refrain from taking any actions that could lead to us being suspected of legal violations or unfair business practices.

(3) If the customer culpably violates essential data protection or compliance obligations, we shall be entitled to terminate the contract without notice for good cause and to claim damages.