General Terms and Conditions (as of 3/2024)

1. validity

Our Terms and Conditions of Sale, Delivery and Payment (hereinafter referred to as “GTC”) shall apply exclusively; we do not recognize any general terms and conditions of the contractual partner that conflict with or deviate from our GTC. All agreements made between us and the contractual partner for the purpose of executing this contract are set out in writing in this contract. Our GTC shall also apply if we carry out the delivery to the contractual partner without reservation with knowledge of conflicting GTC of the contractual partner. If deviations from our GTC have been agreed individually, these shall take precedence over the following provisions; this shall apply in particular to individual agreements in connection with the delivery of depot/consignment stock goods. This also applies to sales ex traveling warehouse.

2 Prices, electronic invoicing and terms of payment

2.1 The prices offered by us shall only apply to the individual order. Repeat orders are deemed to be new orders.

2.2 Invoices may be sent by post or e-mail at our discretion. The customer agrees to receive invoices electronically. Electronic invoices shall be sent to the customer by e-mail in PDF format to the e-mail address provided by the customer. At the express request of the customer, invoices can also be sent by post at any time.

2.3 If the payment deadline is exceeded, the buyer is obliged to compensate us for any damage incurred due to the delay in payment. The same shall apply in the event of late acceptance.

2.4 Bills of exchange shall only be accepted on the basis of express agreement and only on account of payment, discount charges and other bill costs being charged.

2.5 Offsetting against our claims is only permitted with undisputed or legally established counterclaims. The assertion of a right of retention is only permissible if the counterclaim is based on the same contractual relationship.

2.6 In the case of SEPA direct debits, the basic 14-day period for information on the due date and amount of the amounts to be collected shall be reduced to two days before debiting.

3 Delivery and return shipment

3.1 The delivery of goods shall be at the expense and risk of the buyer. This also applies to returns by the buyer, unless the return is due to a defect in the purchased item.3.2 We are entitled to make partial deliveries, insofar as this is reasonable for the buyer. Any additional shipping costs incurred shall be borne by us. The Buyer’s right to full delivery of the ordered goods shall not be affected by our right to make partial deliveries. In particular, he may exercise his statutory rights.

4. consignments for selection, transfer of goods for resale and commission/commission

Consignment goods and insurance obligation

4.1 In the case of any form of transfer of goods (e.g. also consignment for selection, transfer of goods for resale, commission/consignment goods), the recipient shall assume full liability for loss or damage. Irrespective of this, he is obliged to take out appropriate insurance cover for these goods at his own expense, covering in particular loss, destruction and damage. The insurance obligation also extends to the shipment, including the return of goods. It is agreed that all insurance claims arising from this are hereby assigned to us and we hereby accept this assignment. Section 3.1 sentence 2 also applies to returns.

4.2 Our General Terms and Conditions shall also apply exclusively to consignments for selection and the transfer of goods for resale.

5 Notification of defects

5.1 Obvious defects must be notified to us in writing by the buyer immediately after receipt of the goods at the place of destination. Concealed defects must be notified in the same way within a period of 2 weeks from the date of discovery. The obligation to give notice of defects shall only apply if the Buyer is an entrepreneur in accordance with § 14 BGB.

5.2 If notices of defects are recognized by us, then the buyer can only demand the elimination of the defect or a replacement delivery. If the rectification of the defect or the replacement delivery fails, the buyer may withdraw from the contract. Claims for damages can only be asserted by the buyer if the seller culpably fails to remedy the defect or make a replacement delivery. The Buyer’s rights under §§ 478, 479 BGB remain unaffected by this.

5.3 If the subject of the contractual relationship is the delivery of remaining stock, surplus goods, etc., the Buyer may only demand the rectification of defects in the event of a defect. If the rectification of the defect fails, the buyer may withdraw from the contract.

6 Consequential damages and limitation of liability

We shall only be liable for consequential damages that are not based on a warranty and other damages if these were caused by intentional or grossly negligent action. This limitation of liability applies not only to our own actions, but also to those of our employees, staff and other vicarious agents. We shall not be liable for damages that are not typical for the contract and therefore not foreseeable if the buyer is an entrepreneur according to § 14 BGB. The above limitations of liability shall not apply in the event of injury to life, limb or health, for mandatory liability under the Product Liability Act and in the event of a breach of material contractual obligations (cardinal obligations). Material contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract. The breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the buyer can regularly rely.

7 Retention of title

7.1 The delivered goods shall remain our property until full payment of all claims arising from our business relationship, including future claims, including all ancillary claims and until bills of exchange and checks have been honored. This shall also apply to the transfer of goods for resale.

7.2 If a balance is drawn, our retention of title as stipulated in the above provision shall serve as security for our claim arising from the balance.

7.3 If, in connection with the payment of the purchase price by the Buyer, a liability of the Seller under a bill of exchange is established, the retention of title shall not expire before the bill of exchange has been honored by the Buyer as drawee.

7.4 Pledging or transfer by way of security of the goods subject to retention of title is not permitted. If the goods subject to retention of title are seized or confiscated from the buyer, we must be informed of this immediately in writing, providing the documents required for an intervention (original of the seizure protocol, etc.). In addition, the buyer is obliged to immediately object to the seizure or confiscation in any case with reference to our rights as supplier. Any failure to do so shall make the Buyer liable to us for damages.7.5 The Buyer shall be obliged to insure the goods subject to retention of title adequately at its own expense and in our favor against any loss, loss, destruction or damage. It is agreed that all resulting insurance claims in respect of the reserved goods are hereby assigned to us and we hereby accept this assignment.

7.6 The Buyer hereby irrevocably assigns to us any claims (final invoice amount plus VAT) arising against third parties in the event of resale or for any other legal reason, as well as his claim for surrender on the basis of reserved title; we hereby accept this assignment.

7.7 Our retention of title shall also extend to new items created by processing or combination which are deemed to have been manufactured for us and in which we acquire ownership or co-ownership in accordance with the value of the reserved goods at the time of processing or combination, without this requiring any special legal treatment and without any obligations arising for us as a result.

7.8 The Buyer assigns to us in advance his ownership or co-ownership rights to the newly created items as well as the claims for remuneration against his customer arising from the processing of the delivered goods in proportion to the value of the processed goods; we hereby accept this assignment.

7.9 The Buyer is authorized to collect the claims arising or accruing for us in accordance with these provisions on a fiduciary basis for us as long as he duly meets his payment obligations to us.

7.10 If the buyer is in default of payment or does not fulfill his obligations arising from the retention of title, we are entitled to demand the return of the object of purchase.

7.11 We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion to the extent that their value exceeds the claims to be secured by 25%, but with the proviso that, with the exception of deliveries in genuine current account transactions, a release is only to be made in individual cases for deliveries that have been paid in full.

8 Credit check and return of goods

8.1 If, after conclusion of a contract or after delivery of the goods, we become aware that the buyer is not creditworthy (e.g. bill protest), we shall be entitled to withdraw from the contract or to demand immediate payment for goods delivered and advance payment for goods still to be delivered, including cash cover for any bills of exchange drawn with immediate maturity.

8.2 If we take back the goods, the goods shall be credited according to their condition, the determination of which must be carried out at the request of the buyer and at his expense by an expert to be determined by us.

9. data protection

We are entitled to process all data relating to the business relationship with the customer within the meaning of the BDSG and the EU GDPR.

10 Place of performance and place of jurisdiction

10.1 The place of performance and place of jurisdiction for all legal disputes arising from the contractual relationship, its creation and its validity, including actions on bills of exchange and checks, shall be Idar-Oberstein exclusively for both parties, provided the contractual partner is a merchant.

10.2 The law of the Federal Republic of Germany shall apply, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of German private international law