GTCs
Terms and Conditions
General Terms of Sale
§1 General Provisions and Scope of Application
(1) Our terms of sale apply exclusively; any terms of the customer that contradict or deviate from our terms of sale are not recognized by us, unless we have expressly agreed to their validity in writing. Our terms of sale also apply if we execute the delivery to the customer without reservation, despite being aware of conflicting or deviating terms of the customer.
(2) All agreements made between us and the customer for the execution of this contract are documented in writing in this contract.
(3) Our terms of sale apply only to entrepreneurs within the meaning of § 310 para. 1 of the German Civil Code.
§2 Offer and Offer Documents
(1) Our offers are always non-binding. If the order is to be considered as an offer according to § 145 of the German Civil Code (BGB), we can accept it within 2 weeks. Agreements and arrangements are only binding upon our written confirmation.
(2) We reserve ownership and copyright rights for illustrations, drawings, calculations, and other documents. This also applies to written documents designated as confidential. Prior to passing them on to third parties, the customer requires our explicit written consent.
§3 Prices and Payment Conditions
(1) Unless otherwise stated in the order confirmation, our prices are ex works Gräfelfing, excluding packaging and insurance; these will be invoiced separately.
(2) The statutory value-added tax is not included in our prices; it will be separately shown on the invoice at the statutory rate on the day of invoicing.
(3) The deduction of cash discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is net (without deduction) and due for payment within 14 days from the invoice date. The legal provisions regarding the consequences of late payment apply.
(5) The customer has the right to set-off only if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, they are authorized to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
§4 Delivery Time
(1) The beginning of the delivery time specified by us is subject to clarification of all technical issues.
(2) Compliance with our delivery obligation further requires the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract is reserved.
(3) If the customer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims are reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or deterioration of the purchased item passes to the customer at the moment when the customer is in default of acceptance or debtor default.
(5) We are liable in accordance with statutory provisions if the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code or Section 376 of the German Commercial Code. We are also liable under statutory provisions if, as a result of a delivery delay attributable to us, the customer is entitled to claim that his interest in further contract performance has lapsed.
(6) We are also liable in accordance with statutory provisions if the delivery delay is based on an intentional or grossly negligent breach of contract attributable to us; the fault of our representatives or vicarious agents is attributed to us. If the delivery delay is not based on an intentional breach of contract attributable to us, our liability for damages is limited to the foreseeable, typically occurring damage.
(7) We are also liable in accordance with statutory provisions if the delivery delay attributable to us is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
(8) Further statutory claims and rights of the customer are reserved.
§5 Transfer of Risk and Packaging Costs
(1) Unless otherwise specified in the order confirmation, delivery is agreed ex works.
(2) Separate agreements apply to the return of packaging.
(3) If the customer requests, we will insure the delivery with a transport insurance; the costs incurred in this respect shall be borne by the customer.
§6 Liability for Defects
(1) Claims for defects by the customer require that the customer has properly fulfilled his obligations to inspect and give notice of defects as required by § 377 of the German Commercial Code (HGB).
(2) In the event of a defect in the purchased item, the customer is entitled, at his discretion, to demand rectification of the defect or delivery of a new defect-free item. In the case of rectification of the defect, we are obliged to bear all expenses necessary for the rectification, in particular transport, travel, labor, and material costs, unless these are increased by the fact that the purchased item has been moved to a location other than the place of performance.
(3) If rectification fails, the customer is entitled, at his discretion, to demand rescission or reduction.
(4) We are liable in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. If we are not charged with intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
(5) We are liable in accordance with statutory provisions if we culpably violate a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
(6) Insofar as the customer is entitled to claim damages instead of performance, our liability is also limited to the foreseeable, typically occurring damage within the scope of paragraph (3).
(7) Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise provided above, liability is excluded.
(9) The limitation period for claims for defects is 12 months from the transfer of risk.
(10) The limitation period in the case of recourse in accordance with §§ 478, 479 of the German Civil Code (BGB) is unaffected; it is five years from the delivery of the defective item.
§7 Joint Liability
(1) Further liability for damages beyond that provided in §6 is excluded regardless of the legal nature of the claimed right. This applies in particular to claims for damages due to fault in pre-contractual negotiations, for other breaches of duty, or for tort claims for compensation for property damage according to §823 of the German Civil Code.
(2) The limitation in paragraph (1) also applies if the customer, instead of a claim for damages, demands compensation for useless expenses instead of performance.
(3) To the extent that our liability for damages is excluded or limited, this applies also in respect to the personal liability for damages of our employees, workers, staff, representatives, and agents.
§8 Retention of Title
(1) We reserve ownership of the purchased item until receipt of all payments from the delivery contract. In the event of the customer's contractual breach, especially in case of payment default, we are entitled to repossess the purchased item. Repossession of the purchased item by us constitutes a withdrawal from the contract. Following repossession of the purchased item, we are authorized to realize its value, with the proceeds from such realization being credited towards the customer's liabilities, minus reasonable realization costs.
(2) The customer is obliged to handle the purchased item with care; in particular, they must adequately insure it at their own expense against risks such as fire, water, and theft to the replacement value. If maintenance and inspection works are necessary, the customer must carry them out in a timely manner at their own expense.
(3) In the event of seizures or other third-party interventions, the customer must promptly notify us in writing so that we can file a claim as per § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a claim under § 771 ZPO, the customer is liable for the shortfall incurred by us.
(4) The customer is authorized to resell the purchased item in the ordinary course of business; however, they hereby assign to us all claims in the amount of the final invoice total (including VAT) of our claim that arise from the resale against their buyers or third parties, regardless of whether the purchased item was resold as is or after processing. The customer remains empowered to collect these claims even after the assignment. Our right to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfills their payment obligations from the proceeds received, does not fall into payment arrears, and particularly there is no application for the opening of a settlement or insolvency proceeding or a suspension of payments. In the event that such circumstances arise, we may request the customer to disclose the assigned claims and their debtors, provide all necessary details for collection, hand over the related documents, and notify the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out by us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (invoice total, including VAT) compared to the other processed items at the time of processing. The same applies to the item resulting from processing as for the purchased item delivered subject to retention of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (invoice total, including VAT) compared to the other mixed items at the time of mixing. If mixing occurs in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us proportionally. The customer keeps the resulting sole ownership or co-ownership for us.
(7) The customer also assigns to us any claims to secure our claims against him that arise from the connection of the purchased item with real property against a third party.
(8) We undertake to release the securities to which we are entitled upon the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of securities to be released is up to us.
§9 Jurisdiction and Place of Performance
(1) The place of jurisdiction is Munich. However, we are entitled to choose another place of jurisdiction, especially the domicile or registered office of the buyer.
(2) The laws of the Federal Republic of Germany apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Unless otherwise stated in the order confirmation, our registered office is the place of performance.