General Terms of Delivery and Payment
I. General
1. Our offers are exclusively for customers that use the goods solely in the course of their commercial or self-employed business. On request, the customer has to demonstrate its entrepreneurial capacity under Section 14 German Civil Code (“BGB”) by providing its VAT number.
2. Our terms and conditions apply exclusively; we do not accept any terms and conditions of the customer that are contrary to or deviate from ours, unless we have expressly agreed to their application in writing. Our terms and conditions also apply when we perform services without reservation while being aware of any contrary or deviating conditions of the customer.
II. Offers, Contracts
1. The presentation of the goods in our catalogue does not constitute a legally binding offer.
2. The order of the customer constitutes a binding offer which we can accept by submitting an order confirmation. Offers made by us before are non-binding.
3. A legally binding contract is concluded upon the submission of an order confirmation from us.
III. Prices and Terms of Payment
1. The prices quoted do not include VAT at the rate applicable on the invoicing date, plus postage & packing.
2. Unless indicated otherwise, the invoice amounts are due immediately and must be paid without discount within 14 days upon receipt of the invoice.
3. We reserve the right to ask for advance payment from customers that are unfamiliar to us. In such a case, we will deliver the goods upon complete payment.
4. Should the price at the time of performance have increased due to a change in the market price or a price increase by third parties involved in the performance, the higher price will apply. If the increase amounts to 20% or more, the customer may rescind the contract. This right must be exercised immediately upon notification of the price increase.
5. Should the customer default on payment, we shall be entitled to charge statutory default interest. We reserve the right to prove higher damage.
6. The customer may only offset final, uncontested or accepted counterclaims. The customer may exercise retention rights only if its counterclaim relates to the the same contractual relationship.
IV. Assignments
The assignment of claims against us will only be valid with our prior written consent.
V. Dispatch and Transfer of Risk
1. Deliveries are made from our warehouse in Langen. The respective delivery times are stated in the order confirmation.
2. The choice of the mode of shipment and the shipment route are at our discretion. If we agree to another mode or route at the customer’s request, the customer will bear any additional costs.
3. The risk transfers to the customer as soon as the goods have left our warehouse.
4. We do not deliver to parcel deposit & collection stations (“Packstationen“).
5. The customer may collect the goods from our warehouse (Otto-Hahn-Str. 1 – 7, Halle D, in 63225 Langen) any working day from 09:00 to 12:00 and from 14:00 to 16:00.
6. Delivery times are extended in cases of strike and force majeure for the duration of the delays plus a reasonable lead time. The same applies when the customer does not meet its duties of cooperation.
7. Our liability in the case of a delay in delivery is limited to a lump sum compensation of 0.5% of the delivery value for every full week of delay, but not more than 5% of the value of the goods to be delivered.
VI. Retention of Title
1. We retain title to the goods until all our claims against the customer have been settled, even if specific goods have already been paid for.
2. The customer shall inform us of any enforcement measures affecting goods we have retained title to and provide documents necessary for intervention; this shall also apply to other encumbrances of any kind. The customer shall bear the costs of any necessary intervention made by us should third parties not be able to refund them.
3. When the customer resells goods we have retained title to, he will, in order to secure our interests, assign claims from said transactions against its customers, until all of our claims have been settled.
4. Should the secured value exceed the claims against our customer by more than 20%, we shall, at the customer’s request, release our securities to the respective extent.
VII. Defects, Warranty
1. The customer is obliged to inspect delivered goods, Section 377 German Commercial Code (“HGB”). Obvious defects must be reported in writing immediately upon delivery. Defects that become obvious at a later stage need to be notified in writing immediately upon discovery. Failure to do so will result in the goods being deemed approved.
2. Defects will be remedied for a period of one year from the transfer of risk upon notification from the customer. We may choose to remedy the defect for free or replace the item. In the case of a replacement, the customer is obliged to return the defective item. The statutory limitation periods for recourse claims according to Section 478 German Civil Code (“BGB”) shall be unaffected.
3. If the defect cannot be remedied within an appropriate time frame, or if the remedy is deemed to have failed for other reasons, the customer may either demand a reduction of the price or – if the defect is not of a minor nature – rescind the contract.
4. We do not give guarantees in a legal sense.
VIII. Damages, Liability
1. Our liability for breaching contractual duties, as well as for tort, is limited to cases of intent and gross negligence. This does not apply to cases of injury to the life, body or health of the customer or claims regarding breach of cardinal duties, i.e. obligations arising from the nature of the contract and breaches jeopardizing the contract’s purpose, as well as compensation for damage caused by delay. We will be liable for any degree of fault in this respect.
2. The aforesaid exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents and legal representatives.
3. Any liability claims for damages that are not based on injury to the life, body or health of the customer and not excluded for cases of slight negligence, expire within one year starting from the accrual of the claim, and are limited to the damage foreseeable at the time of contracting, the rise of which must typically be taken into account.
4. Further damages claims shall be excluded.
5. Should the customer withdraw from the contract without reason, or not fulfil its part of the contract, we may demand 25% of the order sum as compensation. Both parties reserve the right to assert and prove a different extent of damage.
IX. Formal Requirements
Legally binding declarations and notifications, which the customer must make towards us or a third party, must be in writing.
X. Dispute Resolution
1. The European Commission provides a platform for online dispute resolution, which can be accessed at: http://ec.europa.eu/consumers/odr/.
2. We are not obliged and not prepared to join dispute resolution proceedings before a consumer dispute resolution body.
XI. Final Provisions
1. Place of performance and payment is our registered office.
2. German law applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
3. The court competent for our registered office shall have exclusive jurisdiction.