General terms

Delivery terms and conditions of business

$1    Scope of application
All agreements between us and our customers, as well as our quotations, are subject to the following General Terms and Conditions of Business; the customer acknowledges them by submitting a contractual offer (order placement) or by accepting our service, unless expressly agreed otherwise in writing. Any deviating terms and conditions of our customer which we have not expressly acknowledged in writing are non-binding for us, even if we do not expressly reject them.

$2    Definitions
(1)    Services within the meaning of these terms and conditions are all deliveries that we make to our customers on the basis of a purchase contract or in accordance with Art. 651 para. 1 clause 1 BGB (German Civil Code) (work delivery), as well as any work services or other services (services based on a contract for work and labour or a contract for services) that we perform, including services based on contracts that contain elements relating to purchase contracts, contracts for work and labour, or contracts for services.
(2)    Warranty claims within the meaning of these terms and conditions are all claims of our customers based on services that we have provided inadequately (Art 433 et seq., 633 et seq. BGB).
(3)    Consumers within the meaning of these terms and conditions are the persons specified in Art. 13 BGB, merchants, the persons specified in Art.14 BGB, or associations of individuals.
(4)    Customers within the meaning of these terms and conditions are all business partners that enquire about our services or announce their interest in them, provided that they are merchants (Art. 14 BGB).

§3    Quotations; conclusion of contract
(1)    Prices quoted by us – including in catalogues and price lists – are non-binding, unless agreed otherwise in writing.
(2)    A contract for the provision of the service ordered by the customer (contractual object) will come into force as soon as we accept, either verbally or in writing, the contractual offer (order) submitted by the customer. The customer is bound by a contractual offer that he submits in writing for ten days after us receiving the offer. Our acceptance will occur at the latest upon sending our order confirmation in writing or providing the ordered service. If the customer is acting as a merchant, he must reject our order confirmation immediately in writing if he does not agree with its content.

§4    Prices and payment; security
(1)    Unless agreed otherwise in writing, our prices do not contain any shipping and packaging costs. The cost of additional services required by the customer (e.g. assembly), as well as insurance, are charged separately.
(2)    If we have an obligation to provide services in advance, we are entitled, even after conclusion of contract, to make the provision of our services dependent on our customer providing appropriate security against the payment to be made by him, even if the conditions of Art. 321 BGB do not apply.
(3)    Unless specifically agreed otherwise, the payment must be transferred to our account without any deductions or charges.
(4)    Customers who are not consumers may only set off our receivables against undisputed or legally enforceable claims. Such customers may only exercise a right of retention if their counter-claim relates to the same contractual relationship.

§5    Delivery periods; shipping; transfer of risk
(1)    The delivery dates or periods specified by us or in a similar way are merely approximate indications, unless expressly described in writing as “fixed”.
(2)    If the goods to be delivered are shipped at the customer’s request, the risk will transfer to the customer as soon as the goods are lifted from the floor for the purpose of being loaded into the transport vehicle. In the case of a shipment, we are entitled – but not obliged to without explicit instruction from the customer – to insure the goods against transport risks at the customer’s expense.

§6    Partial deliveries; call orders
(1)    If not all of the goods are in stock, we are entitled to make partial deliveries.
(2)    If the customer has ordered goods that have been agreed for shipment in partial deliveries determined by the customer (call orders), then each called-off component will be classed as an individual delivery within the meaning of these terms and conditions.
(3)    For call orders, the customer is obliged to call off all the goods from us within the agreed call-off period.
(4)    If the customer falls into arrears with payment of at least 200 euros and for more than four weeks, we are entitled to immediately deliver any goods that are still to be called off; in such case, the customer shall be obliged to make payment in advance for the goods to be delivered in the future.
(5)    Paragraph 4 applies accordingly if the customer does not call off at least the following partial deliveries within the call-off period:

  • at least 10 % of the total delivery after 25 % of the call-off period has expired
  • at least 30 % of the total delivery after 50 % of the call-off period has expired
  • at least 60 % of the total delivery after 80 % of the call-off period has expired

§7    Retention of title
(1)    The goods delivered by us (goods subject to retention of title – hereinafter “retained goods”) shall remain our property until the customer has paid the agreed price of the delivered goods in full, provided that they have not become an essential part of another item. Furthermore, if the customer is a merchant, the retained goods shall remain our property until all receivables due from the customer from the entire business relationship between him and us have been settled. This also applies if these receivables have been included in a running account by us and/or the customer and the balance has been determined and accepted.
(2)    The customer shall inform us immediately if the retained goods are subject to foreclosure proceedings by third parties or if any claims have been previously assigned, and shall provide the documents and information that are required for an intervention.
(3)    If our (co-)ownership is at risk, or if the customer ceases payment, we are entitled to conduct the necessary inquiries at the customer’s business to determine our ownership. In the case of payment default by the customer, or a serious breach of the customer’s obligations relating to the retention of title agreement, we are also entitled, as security against our receivables, to take direct possession of our goods at the customer’s expense or to take appropriate measures to mark and secure our property. We may also call upon the assistance of third parties when performing the activities described in this paragraph.
(4)    If we have withdrawn from the contract in accordance with Art. 323 BGB, we are entitled to sell the retained goods privately at the highest possible price. The customer has the right to demand the assignment of an expert to determine the value of the retained goods at his own expense; we are obliged to set off our receivables due from the customer against the value of the retained goods that is determined by this expert. In cases of doubt, the expert shall be chosen by our local chamber of commerce.
(5)    In the case of para. 4, the cost of the redemption and sale shall be borne by the customer. The sales costs shall amount to 10 % of the sales proceeds or of the value determined by the expert in para. 4 sentence 2, provided that the customer does not prove that the sales costs were lower or that none were incurred. We reserve the right to prove higher sales costs.
(6)    The customer is entitled to process the retained goods, mix or combine them with other items or sell them in the ordinary course of business. The customer must make the third party expressly aware of this retention of title. The retained goods may not be pledged or assigned as security. If the assignment of the customer’s claim against the third party that receives ownership due to the aforementioned measure is precluded, this shall not constitute ordinary course of business in this sense.
(7)    Provided that the retained goods are our property, the customer who wishes to process the retained goods or sell them to third parties within the context of his company must, at his own expense, insure the goods against all risks from the moment that ownership of the goods is granted, and shall provide us with proof thereof upon request. The customer hereby assigns to us all his claims against the insurer, which arise in relation to damage to the retained goods; we hereby accept the assignment. The customer is obliged to safeguard our property appropriately even if the delivered goods are not intended directly for him, but for third parties.
(8)    As security, the customer hereby assigns to us all his receivables from third parties (third-party debtors), which are due to him from the sale, processing or mixing of the retained goods. We hereby accept the assignment. However, the customer shall be entitled to collect these receivables for as long as he meets his obligations towards us. At any time, we can demand that the assigned receivables are collected to a special account and transferred to us immediately upon receipt. On request, the customer is also obliged at all times to inform us of the details of the assigned receivables, which are needed to collect them (especially the amount owed and the name and address of the third-party debtor).
If the retained goods are resold together with other goods, irrespective of whether this occurs without or after processing, combining, mixing or blending, then the aforementioned assignment in advance shall only apply in relation to a first-priority partial sum to the amount of the invoice value of the retained goods that are sold together with the other goods.
(9)    Any processing of the retained goods shall be performed by the supplier on our behalf, without this giving rise to any obligations on our part. If the retained goods are processed, combined, mixed or blended with other goods that do not belong to us, we shall acquire co-ownership of the new goods at a ratio of the value of the retained goods to the value of the other goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new goods, we and the customer agree that the customer will grant us co-ownership of the new goods at a ratio of the value of the processed, combined, mixed or blended retained goods to the value of the other goods, and that the customer shall safeguard these for us free of charge.
(10)    Should the value of the security that we are entitled to under these terms and conditions exceed the value of our receivables due from the customer by more than 20 %, we shall be obliged to release security of our choosing at the customer’s request.

§8    Customer’s obligation to report defects
(1)    The customer is obliged to inform us in writing of any obvious defects to the delivered goods, or allow us to record such defects, within two weeks of receiving the goods. The warranty shall be void if this period is exceeded, unless we have acted in bad faith or provided a guarantee. After a defect has been determined, we must immediately be given the opportunity to take remedial action. The customer must prove that there were obvious defects upon transfer of risk and that these were notified by him or recorded by us in a timely manner.
(2)    The provisions of Art. 377 HGB (German Commercial Code) remain unaffected.

§9    Warranty performance
(1)    If a defect only becomes apparent after transfer of risk, the customer must notify us of the defect and give us the opportunity to inspect it within an appropriate period that also takes into account the interests of the customer. If, before expiry of such period, the defective goods are changed without being inspected by us, especially if the defect is remedied by third parties without our consent, then the warranty shall become void.
(2)    If the customer has set us a deadline for remedying the defect, which may not be shorter than 15 working days, and this deadline has lapsed without performance, the customer, upon being requested to do so by us in writing, shall inform us within two weeks whether he wishes to withdraw from the contract or still insists on fulfilment. If fulfilment is not insisted upon within this period, the fulfilment obligation shall lapse, provided that we have made the customer aware of this consequence in writing when issuing our request.
(3)    Withdrawal and compensation in place of the full service are only permitted if our breach of obligation is not insignificant or if it would not be reasonable for the customer to still receive the service after considering the interests of both parties.
(4)    We may refuse to fulfil warranty claims if the customer fails to fulfil essential contractual obligations in time or is unable to meet our payment claims that are still outstanding and due after the defect has been remedied. The latter will be assumed if the customer is still in arrears with a payment of more than € 2,000 (including from other business transactions) despite being issued with two reminders.

§10    Limitation period – with the exception of claims for damages
(1)    Warranty claims – with the exception of claims for damages – of the customer which are subject to a limitation period shall expire within 12 months of the goods being delivered, provided that we have not acted in bad faith. If the customer accepts the delivery late, or the risk transfers to the customer pursuant to Art. 447 BGB (distance sale), this shall be equivalent to actual delivery. Art. 12 para. 3 (limitation period for claims for damages) remains unaffected.
(2)    If remedial action takes the form of exchanging components or providing a replacement, the limitation period will not be extended, but instead will also be based on para. 1 in these cases; it shall begin upon the original goods being delivered or the equivalent circumstances pursuant to para. 1 sentence 2 being in place.

§11    Merchant’s right of recourse
If the customer or another company that the goods were subsequently delivered to has most recently sold the delivered goods to a consumer, the merchant shall retain the right of recourse against us pursuant to Art. 478 BGB. The aforementioned warranty limitations and liability limitations therefore only apply within the context of Art. 478 BGB insofar as they relate to the merchant’s claims for damages. The provisions of Art. 377 HGB remain unaffected.

§12    Liability for damages
(1)    For slightly negligent breaches of obligation under this contract, our liability is in each case limited to direct average damage which, depending on the type of goods or other service, is typical of the type of contract and reasonably foreseeable with the diligence of a prudent merchant upon conclusion of the contract (limitation of liability). An obligation to provide compensation for consequential damage or loss which is unforeseeable, indirect or not typical of the type of contract is excluded in this case. This also applies to slightly negligent breaches of obligation by our legal representatives or vicarious agents.
(2)    In the event of a slightly negligent breach of a non-essential contractual obligation by us, our vicarious agents or our legal representatives, we assume no liability whatsoever except that stated in para. 1 (exclusion of liability).
(3)    Claims for damages of the aforementioned types shall expire after one year of the goods being delivered. If the customer accepts the delivery late, or the risk transfers to the customer pursuant to Art. 447 BGB (distance sale), this shall be equivalent to actual delivery.
(4)    The aforementioned liability limitations do not apply to any product liability claims or any claims relating to the death, bodily injury or impairment of health of an individual.

§13    Withdrawal
(1)    We reserve the right to withdraw from the contract if the manufacturer has ceased production of the ordered goods or in cases of force majeure, provided that these circumstances arose after conclusion of the contract and we are not responsible for non-delivery. We shall inform the customer immediately of any such circumstances; in such case, we will immediately refund any corresponding payments that have already been received.
(2)    Furthermore, we reserve the right to withdraw from the contract until full payment has been made against the purchase price, if the customer has provided false information about the facts influencing his creditworthiness, if the customer ceases payment, or if insolvency proceedings have been initiated over his assets, unless the customer provides security against the outstanding purchase price.

§14    Place of fulfilment
The place of fulfilment for all obligations under the contractual relationship is the location of our registered office (Aachen).

§15    Place of jurisdiction; applicable law
(1)    For all disputes arising from this agreement, even if the dispute is about the validity of the agreement itself, our general place of jurisdiction is agreed upon in addition to the defendant’s general place of jurisdiction, provided that both parties are merchants.
If neither party is a merchant, the aforementioned agreement on the place of jurisdiction will also apply if the party that is to be sued moves his domicile or usual place of residence outside the jurisdiction of the German Code of Civil Procedure after conclusion of the agreement, or if his domicile or usual place of residence is not known at the time that the suit is filed, provided that the plaintiff’s general place of jurisdiction in Germany is agreed as the additional place of jurisdiction within the meaning of sentence 1.
Legal persons under public law and special funds under public law are treated the same as merchants within the meaning of this provision.
If, upon conclusion of this agreement, a party does not have a general place of jurisdiction in Germany, suits filed by the party that has a general place of jurisdiction in Germany shall be presided over by the courts at his general place of jurisdiction.
The aforementioned agreements shall not apply if a court of arbitration is presiding over the dispute or an exclusive place of jurisdiction is stipulated or the dispute relates to something other than a pecuniary claim over which the district courts must decide in a dispute without considering the value of the matter in dispute.
(2)    The contractual relationship is subject to the laws of the Federal Republic of Germany, with the exception of the Uniform Law on the International Sale of Goods and the conflict of laws principle (international private law).

§16    Validity clause
(1)    Changes to this agreement must be made in the written form, notwithstanding any other form requirements.
This shall also apply to any agreement to renounce the written form requirement, either in general or in individual cases.
(2)    Should one or more of the provisions of this agreement, or of any other agreements concluded with our customers, be or become invalid, either partially or fully, this shall not affect the validity of the remaining provisions. In such case, the parties are obliged to replace the invalid provision with a new provision that most closely corresponds to the economic purpose of the invalid provision in a legally permissible way.

General Conditions of Purchase

§1    Scope of application
(1)    Our General Conditions of Purchase are valid for all, including future, business transactions with our supplier. However, they only apply to merchants, legal persons under public law and special funds under public law (Art. 310 para. 1 BGB – German Civil Code).
(2)    Our General Conditions of Purchase apply exclusively. Terms and conditions of the supplier which contradict or deviate from ours are not acknowledged, unless we expressly acknowledge them in writing. The acceptance of a delivery or service shall not constitute acknowledgement of the deviating terms and conditions.

§2    Shipping
(1)    The ordered goods shall be sent to us at our business premises in Aachen without shipping and packaging charges.
(2)    We are only obliged to return the packaging material if this is explicitly stated on the shipping documents. The supplier shall bear the cost of return.

§3    Delivery time; delays in delivery
(1)    The delivery time specified in the order is binding.
(2)    In the event of a delay in delivery, we are entitled to demand flat-rate compensation for the delay, amounting to 1 % of the delivery value for each commenced week of delay, but no more than 10 % in total. We reserve the right to make other claims. The supplier is entitled to prove to us that no damage or loss, or considerably lower damage or loss, occurred as a result of the delay; the compensation will then be reduced to the lower amount (including to zero, if applicable).

§4    Defect inspection
We will be deemed to have fulfilled our inspection obligation pursuant to Art. 377 HGB (German Commercial Code) if we perform the inspection within five working days of receiving the delivered goods. Our inspection obligation only relates to defects that can be identified without the help of technical equipment; other defects will not be deemed as identifiable within the meaning of Art. 377 para. 2 HGB.

§5    Retention of title
If we provide parts to the supplier, these shall remain our property. Any processing or alteration shall be performed by the supplier on our behalf. In the case of processing or mixing, we shall acquire co-ownership of the new goods at a ratio of the value of our goods to the value of the other processed goods at the time of processing.

§6    Tools
(1)    Tools that the supplier has produced and charged to us for the purpose of completing our order shall transfer into our ownership. Tools that we provide to the supplier for this purpose shall remain our property. The supplier shall safeguard these for us by exercising due commercial care.
(2)    The supplier shall return the tools mentioned in para. 1 to us at our request, which may be made at any time. We are obliged to accept these at the supplier’s request, which may be made at any time, provided that we do not permanently reject their return. In the latter case, the supplier must arrange the disposal at its own expense.
(3)    The tools mentioned above may only be used for fulfilling our order. If the supplier breaches its obligation in sentence 1, it shall pay us a contractual penalty of € 5,000 for each incident as minimum damages, unless the supplier can prove that the damage or loss incurred by us is lower or did not occur.

§7    Place of performance; place of jurisdiction; applicable law
(1)    The place of performance is Aachen.
(2)    For all disputes arising from this agreement, even if the dispute is about the validity of the agreement itself, our general place of jurisdiction is agreed upon in addition to the defendant’s general place of jurisdiction, provided that both parties are merchants.
If neither party is a merchant, the aforementioned agreement on the place of jurisdiction will also apply if the party that is to be sued moves his domicile or usual place of residence outside the jurisdiction of the German Code of Civil Procedure after conclusion of the agreement, or if his domicile or usual place of residence is not known at the time that the suit is filed, provided that the plaintiff’s general place of jurisdiction in Germany is agreed as the additional place of jurisdiction within the meaning of sentence 1.
Legal persons under public law and special funds under public law are treated the same as merchants within the meaning of this provision.
If, upon conclusion of this agreement, a party does not have a general place of jurisdiction in Germany, suits filed by the party that has a general place of jurisdiction in Germany shall be presided over by the courts at his general place of jurisdiction.
The aforementioned agreements shall not apply if a court of arbitration is presiding over the dispute or an exclusive place of jurisdiction is stipulated or the dispute relates to something other than a pecuniary claim over which the district courts must decide in a dispute without considering the value of the matter in dispute.
(3)    The contractual relationship is subject to the laws of the Federal Republic of Germany, with the exception of the Uniform Law on the International Sale of Goods and the conflict of laws principle (international private law).