General Business Terms

1) Terms of delivery terms

These terms of delivery shall apply exclusively. Deviating conditions of the buyer require an express written confirmation in order to be valid.

2) Offer, order acceptance and delivery obligation

Our offers are without obligation and require a confirmation. An order is a binding offer. An order is accepted either within two weeks by sending an order confirmation or by delivery of the ordered goods within this period.

The delivery period shall be extended by a reasonable extent with measures within the framework of industrial disputes, in particular strike and lock-out as well as with the occurrence of unforeseeable impediments, which are beyond the control of the supplier’s intention (e. g. delivery delay of the previous supplier), insofar as such impediments as proven have a substantial influence on the completion or delivery of the delivered object. This shall also apply if the circumstances occur at previous suppliers.

The afore-mentioned circumstances shall not be the responsibility of the supplier either if they occur during an already existing delay. The supplier shall inform the buyer of the commencement and end of such impediments as soon as possible in important cases.

The entitlement to delivery or compensation shall also cease to apply insofar as certain models are no longer produced as a result of restrictions to operation, modifications to products, change of product or similar reasons. The buyer remains obliged to accept the goods in case of slight changes to models.

3) Delivery time

The delivery dates stated in the order confirmation shall be observed as far as possible. A reasonable final deadline is to be set after expiry of the delivery date which shall take into account the interests of both parties.

If we are not responsible for exceeding the date we are entitled to deliver at a later date or to cancel the contract either in whole or in part. The delivery date is deemed observed if the delivered object has left the plant or notification has been given that the goods are ready for despatch before its expiry.

The delivery shall be deemed as accepted on time and properly with the hand-over and acceptance of goods delivered late without any objection. Claims for damages of the buyer owing to delayed delivery or delivery not carried out are principally excluded.

We reserve the right to increase the prices in line with the occurred cost increases based on collective wage agreements or increases in material prices with contracts with an agreed delivery time of more than 4 months. The buyer shall have a right of termination if the increase is more than 5 % of the agreed price.

4) Pricing

The prices stated in the seller’s purchase price list do not include value added tax. This shall be charged at the applicable rate.

The prices valid on the date of the delivery are invoiced in EURO insofar as not otherwise agreed. The prices apply, insofar as not otherwise agreed, free house of the buyer or free German border, in case the buyer has his registered seat overseas.

5) Terms of payment

Our invoices are payable without deduction within 20 days from invoice date.  Partial consignments are subject to the same terms of payment.

Cash discount is only granted under the condition that all due payment obligations from former deliveries have been satisfied in full.

In the event that the buyer is in default interest on default shall be charged in the amount of 8 % above the Federal Bank discount rate (on the date of the due date) as well as incurred judicial and/or extra-judicial costs of the dunning procedure.

In case of default of payment we can either take the delivered object back and in deviation from the statutory provisions concerning pledge sales sell on the free market for the account and risk of the buyer at the best possible price or only take-over as security without the buyer being exempted from the obligation to satisfy the contract, in particular the immediate payment of the non-settled claim.

6) Passing of risk

The risk shall pass to the buyer when the delivery or partial delivery is sent unless expressly otherwise agreed even if the shipment costs or delivery were taken over by the supplier. The consignment will be insured by the supplier against theft, damages due to breakage, in transit, fire and water as well as other insurable risks at the buyer’s request and at his costs.

Delivered objects are, even if they feature insignificant defects, to be accepted by the buyer irrespective of his other rights.

When the goods are accepted the goods are to be carefully inspected by the buyer for defects. Visible defects, also damages to the packaging, which indicate damages to the goods, are to be described and reported immediately. The acceptance of goods under reservation is insofar excluded.

The freight forwarder is incidentally instructed to inspect the goods for visible damages to the goods itself or to the packaging on his part and note a corresponding written confirmation. 

7) Warranty

The statutory provisions shall apply in case of defects for which the seller is responsible.

The buyer must keep goods for which he has reported damages available and return these properly packaged at his own costs if agreed with the supplier. The supplier shall refuse to accept goods for which a complaint was made if these were returned without prior coordination.

8) Properties and Conditions of Goods

The risk of suitability and use regarding the purchased products shall be assumed by the purchaser (ordering party). Commercial use or resale for commercial purposes shall be informed to us upon order placement.

9) Delay in acceptance

If the buyer does not accept goods delivered properly and on time he remains obliged to pay the purchase price in the agreed due dates. At the same time he undertakes to pay the incurred damages on default, such as double delivery and interim storage. Flat rate damages in the amount of 30 €/m³ goods are to be paid irrespective of the assertion of further damages.

10) Reservation of title according to § 449 BGB

The goods shall remain the property of the seller until full payment of all claims from the business relationship with the buyer. The reservation of title as well as the extended reservation of title secures all claims for delivered goods.

The buyer is entitled to resell the goods in proper business transactions by taking into account the following provisions:

The buyer’s authorization to sell reserved goods shall end with its suspension of payments or if an insolvency application is filed over the buyer’s assets.

The buyer hereby assigns the claim from a resale of the reserved goods to sellers. The seller hereby accepts the assignment.

Upon request the buyer undertakes to inform the seller of the third party debtor with full address and inform said debtor of the assignment. Pledges or assignments as collateral of the reserved goods or the assigned claims are not permitted. Pledges of the reserved goods are to be reported in writing immediately. The pledgee is to be informed of the reservation of title in writing.

In case of suspension of payment the buyer undertakes to send the seller a list of the still existing reserved goods and the list of the claims to the third party debtor including invoice address. Amounts, which are received from assigned claims, are to be stored separately until the transfer to the seller.

In order to secure the purchase price claims from former deliveries, from the current business as well as from future deliveries the buyer shall also assign to us the whole paid and unpaid goods stemming from us, which are located in the business rooms of the buyer and in its warehouses. The buyer must store the goods carefully as own goods and only insofar to resell these to the extent that it is ensured that the assigned proceeds from the resale are paid to us. 

The seller is entitled to cancel the contract at all times and request the assignment of the hand-over claims of the buyer against third parties, in case the buyer does not satisfy his contractual obligations.

The buyer undertakes to sufficiently insure reserved goods against fire, burglary, theft and water damages. Insurance claims are hereby now already assigned to the seller in the amount of the value of the goods. The seller hereby accepts the assignment.

The seller undertakes to release the security rights agreed according to the above provisions at his choice to the extent that their value exceeds the receivables to be secured by 20 %.

11) Tolerances

Slight tolerances of the dimensions and colours stated in the catalogues are permitted. This relates in particular to differences due to production technology. We reserve the right to model changes to dimensions and designs as well as technical improvements in the interest of a constantly up-to-date offer. Such changes do not entitle the buyer to make complaints.

12) Offer and sales documents

Offer and sales documents shall remain our property. They may neither be submitted nor otherwise made accessible to other suppliers. The provided material is to be returned free of charge after a request has been made. The explanations, information and reservations stated in the catalogues and price lists are deemed as parts of our General Business Terms.

13) Packaging

The packaging used by us are solely transport packaging, not sales packaging under the terms of VerpackV.

14) Data storage

We operate an IT system in which the most varied data are stored from business processes. Insofar as personal data are stored here the buyer acknowledges this fact according to § 26 Par. 1 of the data protection law.

15) Place of jurisdiction/ choice of law 

The place of jurisdiction is Westerstede. German law shall apply exclusively to the legal relations between the parties. The UN law on purchase is excluded.