Terms & Conditions

1. Scope:
   Our deliveries are made exclusively under the following conditions. The buyer acknowledges these as binding upon placing the order, even if they base their order on their own terms and conditions (of any kind) and even if we do not expressly object. Any side agreements or deviations from these provisions require our explicit confirmation in writing. Any cancellation of the contract must also be declared in writing.
2. Customer Base:
   We supply only companies and public legal entities. By placing an order, the buyer assures that they are acting on behalf of a company or a public legal entity, not privately, and will promptly inform us if this status changes. Upon request, the buyer must provide proof of their business existence. The buyer must promptly notify us in writing of any changes to their address or legal form or if bankruptcy proceedings are filed against their assets.
3. Conclusion of Contract:
   All our offers are non-binding. A contract is not concluded with our mere receipt of an order, but only with our acceptance of the offer contained in such order. We may declare acceptance at our discretion by sending the invoice, the goods, or an order confirmation.
4. Delivery Times:
   Delivery dates are only binding if we expressly guarantee them in writing. In cases of force majeure or similar circumstances beyond our control or that of our agents, such as strikes, we may extend the delivery period by the duration of the disruption plus a reasonable start-up time. If contract performance becomes unreasonable for either party due to such circumstances, they may withdraw from the contract.
5. Prices:
   Our prices are exclusive of statutory VAT, ex works Hamburg.
6. Liability:
   The risk of freight or transport is borne by the buyer. Except in cases of intent or gross negligence by our legal representatives, senior staff, or agents, or in cases of grossly negligent breach of essential contractual obligations, guarantees, or injury to life, body, or health, our liability is limited to the foreseeable, typical, direct average damage based on the type of goods and is excluded for all damages not arising from the purchased goods themselves.
7. Payment Obligations:
   Payment must be made within 5 working days of receipt of the invoice without any deduction to our bank account. Delay occurs automatically after this period without the need for a reminder. The buyer can only set off or assert a right of retention for undisputed or legally established claims arising from the same legal relationship. In the event of significant payment delay and an unsuccessful warning referencing this clause, we may withdraw from contracts and demand immediate payment of all our claims against the buyer, regardless of their agreed due date. Deliveries to unknown buyers will be processed against cash payment.
8. Warranty for Defects:
   The condition of the goods is only as described by the manufacturer unless otherwise specified by us. We are entitled to make partial deliveries if this is not unreasonably unacceptable to the buyer. Even if the purchase is not a mutual commercial transaction, the buyer must inspect the goods immediately upon delivery and notify us in writing of any defects discovered during this inspection or later. Without timely and proper notification, the goods are considered approved under § 377 HGB, unless the defect was not detectable during the inspection or was fraudulently concealed by us. The return or forwarding of a complained shipment requires our explicit consent. Except in cases of fraud, the warranty period is one year from the delivery of the goods, which also applies to any competing, identical claims for damages arising from non-contractual liability.
9. Retention of Title:
   The goods remain our property until all (including future) liabilities from the business relationship have been fully paid.
10. Extended Retention of Title:
    The goods may be resold in the ordinary course of business. The buyer assigns their claims from the resale up to the amount of our invoice to us; we accept the assignment. Any processing or transformation of the goods by the buyer is always done on our behalf. The buyer must promptly notify us of any third-party access to the goods.
11. Choice of Law, Place of Performance, and Jurisdiction:
    German law applies exclusively, excluding the UN Sales Convention. The place of performance and jurisdiction is Hamburg.
12. Severability Clause:
    If any provision of these terms is or becomes invalid, it shall be replaced by a valid provision that most closely achieves the economic purpose of the invalid provision. The validity of the remaining provisions remains unaffected.

Status: January 2018