1. Scope of application
These terms and conditions apply to business transactions with companies within the meaning of § 14 BGB (German Civil Code). The terms and conditions stated in our order confirmations as well as our General Terms and Conditions below shall apply exclusively. Any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions shall only apply if they have been expressly confirmed by us in writing.
Our offers are subject to change. Orders shall only be binding for us upon our written confirmation or when we have commenced with their execution. The same shall apply to amendments, supplements and verbal subsidiary agreements.
3. Prices and payment methods
Our prices are always net prices plus the statutory value added tax. The purchase price is calculated on the basis of the quantities or weights determined by us. Any new taxes, customs duties or other levies introduced or increased after the conclusion of the contract shall be borne by the buyer insofar as they have a direct effect on the object of the delivery. Our invoices are payable immediately net cash unless otherwise agreed. The deduction of a discount requires a separate agreement. We reserve the right to deliver against advance payment. The statutory regulations concerning default of payment shall apply. The buyer is not entitled to set off against our claims or to assert a right of retention unless his counterclaim is undisputed or has been legally established.
Anticipated delivery times or dates will be adhered to as far as possible, but are only regarded as an approximate indication without a date promise expressly designated as fixed. We are entitled to make partial deliveries. The buyer is obliged to pay for corresponding partial deliveries. We reserve the right to deliver excess or short quantities of up to 10% due to filling. If larger tolerances are customary in the trade for certain products, deviations within this scope shall be deemed to be in accordance with the contract. Quantity deviations shall be taken into account accordingly in the invoice total. Events of force majeure entitle us to postpone delivery for the duration of the hindrance or to withdraw from the contract in whole or in part without being obliged to pay damages. This shall also apply in the case of unforeseen events which prevent or delay the manufacture or dispatch of the goods, in particular in the case of untimely or incorrect self-supply.
5. Delay at the request of the customer
If dispatch or delivery of the goods is delayed at the customer’s request by more than one month after notification of readiness for dispatch, the seller may charge the customer a storage fee of 0.5% of the purchase price for each additional month or part thereof, but not more than a total of 5% of the purchase price. The contracting parties are at liberty to prove higher or lower damages.
6. Transfer of risk
The risk shall pass to the buyer as soon as the goods have been handed over by us to the carrier or, in the case of collection by the buyer, when the goods are made available. This also applies to carriage paid deliveries or deliveries free domicile.
7. Transport and sales packaging
Mode of dispatch and shipment shall be chosen by us unless expressly agreed otherwise. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back, with the exception of Euro pallets. The buyer is obliged to dispose of the packaging at his own expense.
8. Warranty / Complaints
The buyer must carefully inspect the goods for type, quantity and condition immediately upon delivery. The buyer shall immediately notify us in writing of any defects discovered during the inspection, describing the individual defects complained of. If the buyer fails to inspect the goods or fails to notify us of an ascertained or ascertainable defect in due time, the goods shall be deemed to have been approved. The obligation to notify shall also apply to excess and insufficient deliveries as well as to any incorrect deliveries. If a defect later becomes apparent which was not recognisable despite a careful examination (hidden defect), this defect must be reported immediately after its discovery as above. In the event of transport damage, the buyer shall be obliged to secure recourse claims against the respective transport carriers by making a complaint to them in good time. If the buyer does not provide us with the opportunity to inspect his complaints or if he does not immediately make the rejected goods or samples thereof available to us upon request, the warranty claims asserted cannot be considered. In the case of material defects, we shall be entitled, in accordance with the statutory provisions, to choose between subsequent performance in the form of rectification of the defect or delivery of a defect-free contractual item. We reserve the right to make two attempts at subsequent performance. If the subsequent performance fails, the buyer is entitled to demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal) at his discretion. In the case of insignificant defects, the buyer shall not be entitled to withdraw from the contract. All warranty claims of the buyer shall become statute-barred within one year from delivery of the goods. Agreements between the customer and his purchasers which go beyond the statutory warranty claims shall not be at our expense. All information and statements in connection with the goods or with our offers serve only to describe the products and are neither to be understood as a statement of condition, as an assurance of a property nor as a statement of a guarantee. Samples are considered to be type samples; the properties of the sample are not guaranteed.
9. Other liability
We shall only be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. Liability for simple negligence is excluded, unless it is a matter of damage resulting from injury to life, body or health or damage resulting from the breach of an essential contractual obligation. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
10. Retention of title
All delivered products remain our property (reserved goods) until the buyer has fully settled all existing or future claims arising from the business relationship with us. Goods subject to retention of title also include goods manufactured from raw materials supplied by the buyer. If the buyer does not fulfil his obligations despite setting a deadline, we are entitled to demand the return of the reserved goods without setting a grace period or a declaration of withdrawal. Any processing or treatment of the reserved goods by the buyer or a third party commissioned by the buyer shall always be carried out on our behalf without any obligations arising for us. We shall be deemed to be the manufacturer within the meaning of 950 BGB (German Civil Code) and acquire ownership of the intermediate and finished products at least to the amount of the invoice price of our reserved goods. In the event of further processing with goods of third parties, we shall be entitled to co-ownership of the new item in proportion to the invoice values of the processed goods. The same shall apply in accordance with §§ 947, 948 of the German Civil Code (BGB) in the case of combination or mixing of goods subject to retention of title with other goods. The buyer assigns to us already now the claims against third parties resulting from the further use (e.g. sale) of the reserved goods with all ancillary rights to secure all our claims. If goods subject to retention of title are sold together with other goods at a total price, the assignment shall be limited to the proportionate amount of our invoice for the goods subject to retention of title. If goods subject to retention of title are sold after processing with goods of third parties, the assignment shall refer to that part of the buyer’s claim which corresponds to our co-ownership share. In the ordinary course of business, the buyer is authorised to collect his claims from a further use of the reserved goods. At our request, the buyer shall inform his customers of the assignment, refrain from any disposal of the claims, provide us with all necessary information on the stock of goods owned by us and the claims assigned to us, and hand over the documents for asserting the assignments. We must be informed immediately of any access by third parties to the goods subject to retention of title and the assigned claims. If the assigned claim is included in a current account, the customer already now assigns to us a part of the balance corresponding to the amount of this claim, including the final balance from the current account.
11. Data protection
We collect and process personal data of the buyer in accordance with the Basic Data Protection Regulation. Further information on this can be found on our website under Data Protection.
12. Place of performance, applicable law, place of jurisdiction, miscellaneous
Place of performance is Hamburg. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Hamburg. Should one or more provisions of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.