General Terms and Conditions
- Applicability:
Our deliveries are made only under the following conditions. The buyer acknowledges these as solely binding upon placing an order, even if the buyer bases the order on their own terms and conditions (of any kind) and even if we do not expressly object. Supplementary agreements or deviations from these provisions require our express confirmation in text form. Any withdrawal from the contract must also be declared in text form. - Customer base:
We supply only businesses and public law entities. By placing an order, the buyer confirms that they are acting not privately but for a business or public law entity and will inform us immediately if this changes. Upon request, the buyer must provide proof of the existence of their business. The buyer must inform us immediately in text form if their address or legal form changes or if insolvency proceedings are filed concerning their assets. - Contract formation:
All our offers are subject to change. A contract is not formed upon our receipt of an order, but only upon our acceptance of the offer contained in such an order. We may declare acceptance at our discretion by sending the invoice, the goods, or an order confirmation. - Delivery periods:
Delivery dates are only binding if we expressly guarantee them in text form. In the event of force majeure or similar circumstances beyond our control or that of our agents, such as strikes or similar events, we may postpone delivery for the duration of the impediment plus a reasonable start-up period. If contract performance thereby becomes unreasonable for either party, that party may withdraw from the contract. - Prices:
Our prices are exclusive of statutory VAT, ex works Hamburg. - Liability:
Freight and transport risk is borne by the buyer. Unless there is intent or gross negligence on the part of our legal representatives, our senior employees, or our agents, or a grossly negligent breach of essential contractual obligations or a guarantee, or injury to life, body, or health of the buyer, our liability is limited to the foreseeable, contract-typical, direct average damage according to the nature of the goods and is excluded for all damages not arising to the purchased goods themselves. - Payment obligations:
Payment must be made within 5 business days of receipt of the invoice without any deduction to our bank account. After expiration of the payment period, default occurs without the need for a reminder. The buyer may only assert set-off or a right of retention for undisputed or legally established claims based on the same legal relationship. In the event of significant payment default and an unsuccessful warning referencing this clause, we may withdraw from concluded contracts and demand immediate payment of all our claims against the buyer regardless of their agreed due date. Deliveries to unknown buyers are processed against cash payment. - Warranty for defects:
Unless we make a special declaration, only the manufacturer’s product description is deemed agreed as the condition of the goods. Provided this is not unreasonably burdensome to the buyer in a recognizable way, we are entitled to make partial deliveries. Even if the purchase is not a commercial transaction on both sides, the buyer must examine the goods immediately after delivery and notify us immediately of any defect that becomes apparent during this examination or later, in text form (handwritten on the delivery note or by fax is sufficient); without proper notification in form and time, the goods are deemed approved in accordance with Section 377 of the German Commercial Code, unless the defect was not recognizable during the examination or was fraudulently concealed by us. Return or forwarding of a disputed shipment requires our express consent. Unless we are guilty of fraud, the warranty period is one year from delivery of the goods. This also applies to any competing congruent damage claims arising from non-contractual liability. - Retention of title:
The goods remain our property until full payment of all (including future) obligations arising from the business relationship. - Extended retention of title:
The goods may be resold in the ordinary course of business. The buyer assigns to us their claims from resale up to the amount of our invoice; we accept the assignment. Processing or modification of the goods by the buyer is always deemed to be carried out on our behalf. The buyer must notify us immediately of any third-party access to the goods. - Choice of law, place of performance, and jurisdiction:
German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction is Hamburg. - Severability:
Should any of these provisions be or become invalid, it shall be replaced by a valid provision that comes closest to the economic purpose pursued by it. In the event of partial invalidity, the remaining provisions remain unaffected.
Status: January 2018
