Conditions

General conditions of sale

We thank you for your order, which we accept subject to the delivery and payment conditions printed on the back of this order.

I. Scope
These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The General Terms and Conditions of Sale only apply if the buyer is an entrepreneur, a legal entity under public law or a special fund under public law.

Our general terms and conditions of sale apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement also applies if the buyer refers to his general terms and conditions as part of the order and we refer to the general terms and conditions
have not expressly objected.

These General Conditions of Sale apply to contracts for the sale and/or delivery of movable property (“Goods”). It does not take into account whether we produce the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time of the buyer's order or in the version last communicated to him in text form as a framework agreement for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis (as a precaution The General Conditions of Sale should in any case be attached to the order confirmation).

Individual agreements made with the buyer in individual cases (including additional agreements, additions and changes) and information in our order confirmation take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

Legally relevant declarations and notices from the buyer regarding the contract (e.g. notices of defects,
Setting deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, email, fax). Further statutory formal requirements and other evidence (if necessary in the event of doubts about the legitimacy of the person making the declaration) remain unaffected.

If references are made to the validity of legal regulations, it should be noted that these only have a clarifying meaning. The statutory provisions apply - even if no corresponding clarification has been made - within the limits in which they are not modified or excluded by the General Conditions of Sale.

II. Offer and conclusion of contract

Our offers are non-committal and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards) as well as other product descriptions or documents (including in electronic form). We reserve ownership rights and copyrights to all documents provided to the purchaser in connection with the placing of the order. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so.

When the buyer orders the goods, it is a non-binding contract offer. In the event that nothing else arises from the order, we are entitled to accept this contract offer within two weeks of receipt of it.

The buyer's acceptance of the contract offer can be declared either in writing (e.g. through an order confirmation) or by delivery of the goods to the buyer. In the event that we as the seller do not accept the buyer's offer within the period specified in Section II.2. accept, documents sent to the buyer must be returned to us immediately.

III. Prices and payment arrangements

Unless otherwise agreed in writing in individual cases, our current prices at the time the contract is concluded apply, plus statutory sales tax and any delivery and transport costs. The costs for any designs and product developments will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, materials and sales costs for deliveries made 3 months or later after conclusion of the contract.

In the context of a shipment purchase, the buyer must bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer.

Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a discount is only permitted if there is a special written agreement.

Unless otherwise agreed, the purchase price is due and payable within fourteen days of the invoice being issued. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

The buyer is in default if the above payment deadline expires. During the default, interest is to be paid on the purchase price at the applicable statutory default interest rate of eight percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest rate towards merchants remains unaffected.

If it becomes apparent after conclusion of the contract that our claim to payment of the purchase price is at risk due to the buyer's lack of ability to pay (e.g. due to an application to open insolvency proceedings), we are obliged to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract Contract entitled. In the case of contracts in which the production of unreasonable items (custom-made items) is owed, we can withdraw immediately
explain. The legal regulations regarding the dispensability of setting a deadline remain unaffected in this respect.

IV. Rights of retention

The buyer is only entitled to offsetting or retention rights in the event that his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer's counter-rights, in particular in accordance with IX paragraph 6 sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

V. Delivery period and delay in delivery

The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approx. 10-15 weeks from the conclusion of the contract.

In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the buyer of this circumstance immediately and, at the same time, communicate the expected or new delivery deadline. If a late delivery cannot take place within the newly announced delivery period due to unavailability of the service, we are entitled to withdraw from the contract in whole or in part; We must immediately reimburse any consideration already provided by the buyer (in the form of the purchase price payment). The non-availability of the service occurs, for example, if our supplier did not deliver on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g. due to force majeure) or if we have to procure in individual cases are not obliged.

Whether we as the seller are in default of delivery is determined by the legal regulations. However, the prerequisite for a delay in delivery from us as the seller is a reminder from the buyer. In the event that there is a delay in delivery, the buyer can claim flat-rate compensation for damages caused by the delay. The flat rate for damages amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to provide appropriate proof that the buyer suffered no damage or only suffered less damage than the above flat rate.

The buyer's rights in accordance with

VI. Delivery, transfer of risk, acceptance, delay in acceptance

Delivery takes place to a destination specified by the buyer, which must be within Europe. In the event that nothing has been agreed contractually, we can decide on the type of shipping ourselves (packaging, shipping route, transport company).

When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration passes to the buyer. In the context of a mail order purchase, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred to the freight forwarder or carrier upon delivery of the goods. In the event of a contractual agreement to accept the goods, this is decisive for the transfer of risk. Further statutory provisions of contract law for work and services remain unaffected. The handover or acceptance of the goods is deemed to be the same if the buyer is in default of acceptance.

In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we have a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, we will provide the buyer with a flat rate compensation. H.v. 1% of the net value of the goods (net inventory value) per calendar day (beginning with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Legal claims on our part (reimbursement of additional expenses, appropriate compensation, termination) as well as proof of greater damage remain unaffected.

Proof of greater damage and our legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; However, the flat rate must be offset against further monetary claims. However, the buyer reserves the right to prove that we have suffered no damage at all or only incurred significantly less damage than the above flat rate.

VII. Retention of title

We reserve ownership of the delivered goods until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

Until the secured claims have been paid in full, the goods subject to retention of title may neither be pledged to third parties nor assigned as security. The buyer must notify us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit, the purchaser is liable for the loss incurred by us.

In the event of the buyer's behavior in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not include a declaration of withdrawal; Rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. In the event that the buyer does not pay the purchase price due, we must have given the buyer a reasonable deadline for payment before asserting these rights without success. This only applies if such a deadline is not unnecessary according to the legal regulations.

Until revoked in accordance with VII. 4. lit. c, the buyer is authorized to resell and/or process the goods subject to retention of title in the normal course of business. In this case, the following provisions apply in addition:

The products of our goods resulting from combination, mixing or processing are subject to retention of title at their full value, whereby we are considered the manufacturer. In the event that ownership rights remain in the event of a connection, mixing or processing with the goods of third parties, we acquire co-ownership in proportion to the invoice value of the connected, mixed or processed goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, for security purposes, any claims that arise against a third party as a result of the connection of the reserved goods with a property. In this case we accept the assignment.

At this point in time, the buyer assigns to us the claims against third parties arising from the resale of the goods or product in the amount of the final invoice amount agreed with us (including VAT). We accept the assignment. The buyer's obligations listed in VII. 2 also apply with regard to the assigned claims.

The buyer remains authorized to collect the claim alongside us. As long as the buyer meets his payment obligations to us, there is no defect in the buyer's ability to pay and we do not assert the retention of title by exercising a right in accordance with VII. 3., we undertake not to collect the claim. If we assert the exercise of a right in accordance with VII. 3., we can demand that the buyer disclose the assigned claims and their debtors, as well as that the buyer provides all information necessary for collection, hands over the associated documents and the debtors (third parties). notifies of assignment. In addition, we are entitled to revoke the buyer's authority to resell as well as his authority to process the goods subject to retention of title.

d. In the event that the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer's request.

The purchaser is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to adequately insure them against theft, fire and water damage at their new value at his own expense (note: only permitted when selling high-quality goods). If maintenance and inspection work needs to be carried out, the purchaser must carry this out in a timely manner at his own expense.

IX. Buyer's claims for defects

The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below.

As an intermediary, the goods are only resold.

Agreements that we have made with buyers regarding the quality and intended use of the goods (this also includes accessories and instructions) regularly form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or that were made public by us (particularly in catalogs or on our Internet homepage) at the time the contract was concluded. In the event that no quality has been agreed, it must be assessed according to the regulation whether there is a defect. Against this background, it should be noted that public statements made by the manufacturer in advertising or on the product label take precedence over statements made by other third parties.

For goods with digital elements or other digital content, it should be noted that we are only obliged to provide and update the digital content to the extent that this is expressly stated in a quality agreement in accordance with IX.2. results. We assume no liability for public statements made by the manufacturer and other third parties.

We are not liable for defects that the buyer knows about at the time the contract is concluded or is not aware of due to gross negligence.

The buyer's claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations. If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. A written notification to us must be made immediately if a defect becomes apparent during the delivery, the inspection or at a later point in time. Obvious defects must be reported in writing within 7 working days of delivery and non-discernible defects within the same period of discovery of the defects. In the event that the buyer neglects or does not fulfill his obligation to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely or improper manner is excluded in accordance with statutory provisions. If the goods were intended for installation, attachment or installation, this also applies if the defect only became apparent after the corresponding processing as a result of non-compliance or violation of one of these obligations. In this case, the buyer is not entitled to any claims for reimbursement of the “installation and removal costs”.

If the goods delivered are defective, we as the seller have the right to choose whether we provide subsequent performance by eliminating the defect (repair) or by delivering an item free of defects (subsequent delivery). In the event that the type of supplementary performance we have chosen is unreasonable for the buyer in the individual case, he can refuse it. However, we reserve the right to refuse supplementary performance under the legal requirements. We are also entitled to make the supplementary performance to be provided by us dependent on the buyer paying the purchase price due. However, the buyer has the right to withhold a portion of the purchase price that is proportionate to the defect.

The buyer must give us the necessary time and opportunity to carry out the subsequent fulfillment. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we carry out a subsequent delivery of an item that is free of defects, the buyer must return the defective item to us in accordance with legal regulations. However, the buyer is not entitled to a return claim.

Unless we are contractually obliged to do so, subsequent performance does not include the dismantling, removal or disinstallation of the defective item nor the installation, attachment or installation of a defect-free item. This does not affect the buyer's claims for reimbursement of "installation and removal costs".

We will reimburse the expenses that are necessary for testing purposes and subsequent fulfillment (transport, labor and material costs as well as dismantling and installation costs, if applicable) in accordance with the legal regulations and these General Terms and Conditions of Sale in the event that a defect exists. However, we can demand reimbursement of costs incurred by the buyer due to an unjustified request for the removal of defects in the event that the buyer knew or could have recognized that there was actually no defect.

The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses if there is an urgent case (e.g. in the event of danger in relation to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if the work is carried out himself. In the event that we would be entitled to refuse supplementary performance in accordance with the statutory provisions, the buyer has no right to do so himself.

According to the legal regulations, the buyer can withdraw from the purchase contract or reduce the purchase price if a deadline set by the buyer for supplementary performance has expired without success or is dispensable according to the legal regulations. However, in the event of a non-significant defect, the buyer does not have the right to withdraw from the contract.

The buyer's claims for reimbursement of expenses are excluded unless the last contract in the supply chain is a purchase of consumer goods or a consumer contract for the provision of digital products.

Claims for damages or claims for reimbursement of wasted expenses by the buyer only exist in accordance with X. and XI, even if there is a defect.

X. Limitation period

The general limitation period for claims resulting from material or legal defects is one year from delivery. In the event that acceptance has been contractually agreed, the limitation period begins with acceptance.

According to the legal regulations, the limitation period is 5 years from delivery in the event that the goods are a building or an item that was used for a building in accordance with its usual use and caused its defect (building material). This applies subject to any other special legal regulations regarding the statute of limitations.

The above limitation periods of the purchase law also apply to the buyer's contractual and non-contractual claims for damages that are based on a defect in the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases. The buyer's claims for damages, as well as those under the Product Liability Act, expire exclusively according to the statutory limitation periods.

XI. Other Liability

Unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for violations of contractual and non-contractual obligations in accordance with the statutory provisions.

Within the scope of liability for fault, we are liable for damages, regardless of the legal basis, only in the case of intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory liability limitations (e.g. care in our own affairs; insignificant breach of duty):

for damages resulting from injury to life, body or health

for damages that result from the violation of an essential contractual obligation (obligations whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner relies and may also rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

The liability limitations resulting from XI.2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible according to legal regulations. If a defect was fraudulently concealed and a guarantee was given for the quality of the goods, the limitations of liability do not apply. This also applies to claims by the buyer under the Product Liability Act.

There are no guarantees provided by the seller.

Due to the fact that the seller acts as an intermediary, all warranties and the resulting claims for compensation are passed on to the producer and a right of recourse is passed on to the buyer.

The buyer can withdraw or terminate the contract due to a breach of duty that does not result from a defect, only if we as the seller are responsible for the breach of duty.

The buyer's right of termination is excluded. Otherwise, the legal requirements and legal consequences apply.

XII. Choice of law and place of jurisdiction

The law of the Federal Republic of Germany, as well as international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, applies to these General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer.

If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, our registered office in Hong Kong is the exclusive and international place of jurisdiction for all matters arising directly or indirectly from the contractual relationship Disputes. The same applies if the buyer is an entrepreneur.

We are also entitled to file a lawsuit at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions of Sale or a priority individual agreement or at the buyer's general place of jurisdiction. This does not affect primary legal regulations (exclusive places of jurisdiction).