general terms and conditions

1 Validity of the terms and conditions
a) The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations by the buyer with reference to his terms and conditions of business or purchase are hereby rejected.

b) All agreements made between the seller and the buyer for the purpose of executing this contract must be recorded in writing.

2. Offer and conclusion of contract
a) The Seller‘s offers are subject to change and non-binding. Declarations of acceptance and all orders require the
written confirmation of the seller to be legally effective.

b) Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly
agreed in writing.
c) The seller‘s sales employees/agents are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.
d) Custom-made products and special colors cannot be exchanged, except in the case of defects.

3. Prices
a) Unless otherwise stated, the Seller shall be bound by the prices contained in its offers for 14 days from their date.
Otherwise, the prices stated in the Seller‘s order confirmation plus the respective statutory value added tax shall apply.
Additional deliveries and services shall be invoiced separately.
b) Unless otherwise agreed, prices are quoted in euros plus VAT, packaging, freight and postage.

4. Delivery and performance time
a) Delivery dates or deadlines that have been agreed as binding or non-binding are can be made must be in writing.
b) Delays in delivery and performance due to force majeure and due to events that make it impossible for the seller to make delivery. The Seller shall not be responsible for any circumstances that temporarily make delivery or performance significantly more difficult or impossible - including, in particular, strikes, lockouts, official orders, etc., even if they occur at the Seller‘s suppliers or their subcontractors - even in the case of bindingly agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
c) If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if the seller is released from his obligation, the buyer cannot derive any claims for damages from this. The Seller may only invoke the aforementioned circumstances if he notifies the Buyer immediately.
d) If the seller can foresee that the goods cannot be delivered on time, the business partner will be informed immediately and in writing, the reasons for this will be communicated to him and, if possible, the expected delivery date will be stated.
e) The Seller shall be entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer.
f) Compliance with the Seller‘s delivery and performance obligations requires the timely and proper fulfillment of the Buyer‘s obligations.
g) If the Buyer is in default of acceptance, the Seller shall be entitled to demand compensation for the damage incurred; the risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance.

5. Transfer of risk 
The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transportation or has left the Seller‘s warehouse for the purpose of shipment. If shipment is delayed at the buyer‘s request, the risk shall pass to the buyer upon notification of readiness for shipment.

6. Rights of the buyer due to defects
a) The products are delivered free of manufacturing and material defects; the period for asserting claims for defects is one year from delivery of the products.
b) If the seller‘s operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, claims for defects in the products shall lapse if the buyer does not refute a substantiated claim that one of these circumstances caused the defect.
c) The Buyer must notify the Seller‘s customer service department of defects in writing without delay, but at the latest within one week of receipt of the delivery item. Defects that cannot be discovered even after careful inspection within this period must be reported to the seller in writing immediately after discovery.
d) In the event that the Buyer notifies the Seller that the Products are defective, the Seller shall, at its option and expense, require that:
   - the defective part or device is sent to the seller for repair and subsequent return;
   - the buyer keeps the defective part or device ready and a service technician of the seller is sent to the buyer to carry out the repair.
If the Buyer requests that rectification work be carried out at a location specified by him, the Seller may comply with this request, whereby replaced parts shall not be charged, while working time and travel expenses shall be paid at the Seller‘s standard rates.
e) If the rectification of defects fails after a reasonable period of time, the buyer may, at his discretion, demand a reduction in payment or withdraw from the contract.
f) Liability for normal wear and tear is excluded.
g) Claims for defects against the seller are only available to the direct purchaser and are not assignable.

7. Retention of title
a) Until the fulfillment of all claims (including all current account balances) to which the seller is entitled against the buyer now or in the future for any legal reason, the seller is granted the following securities, which he will release on request at his discretion, insofar as their value exceeds the claims by more than 20%.
b) The goods remain the property of the seller. Processing or transformation shall always be carried out for the seller as manufacturer, but without any obligation for him. If the seller‘s (co-)ownership expires due to combination, it is hereby agreed that the buyer‘s (co-)ownership of the uniform item shall pass to the seller in proportion to its value (invoice value). The Buyer shall store the Seller‘s (joint) property free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
c) The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The Buyer hereby assigns to the Seller in full by way of security any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the goods subject to retention of title (including balance claims arising from a current account). The seller revocably authorizes him to collect the claims assigned to the seller for the seller‘s account in his own name. This collection authorization can only be revoked if the buyer does not properly meet his payment obligations.
d) In the event of access by third parties to the reserved goods, in
particular seizures, the Buyer shall draw attention to the Seller‘s ownership and inform the Seller immediately so that the Seller can enforce its ownership rights. Insofar as the third party is not in a position to reimburse the seller for the costs incurred in this connection, the seller shall judicial or extra-judicial costs, the person liable for these costs is the buyer.
e) In the event of breach of contract by the Buyer - in particular default in payment - the Seller shall be entitled to withdraw from the contract and demand the return of the reserved goods.

8. Payment
a) Unless otherwise agreed, the Seller‘s invoices are payable 10 days after invoicing without deduction. The Seller shall be entitled, despite the Buyer‘s provisions to the contrary, to offset payments against the Buyer‘s older debts first and shall inform the Buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, the seller shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.
b) Payment shall only be deemed to have been made when the seller can dispose of the amount. In the case of checks, payment shall not be deemed to have been made until the check has been cashed.
c) If the Buyer is in default, the Seller shall be entitled to demand interest at a rate of 12.5% above the base rate as liquidated damages from the relevant date. They are to be set lower if the buyer proves a lower charge; proof of higher damages by the seller is permissible.
d) If the seller becomes aware of circumstances that call into question the creditworthiness of the buyer, in particular if a check is not honored or payments are suspended, or if the seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, the seller is entitled to declare the entire remaining debt due, even if he has accepted checks. In this case, the seller is also entitled to demand advance payments or security deposits.
e) The buyer is only entitled to offset, withhold or reduce payment, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the buyer is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.

9. Design changes 
The seller reserves the right to make design changes at any time; however, he is not obliged to make such changes to products that have already been delivered.

10. Liability
a) Claims for damages are excluded irrespective of the type of breach of duty, including tortious acts, except in cases of willful misconduct or gross negligence.
b) In the event of a breach of material contractual obligations, the Seller shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, claims for damages from third parties and other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by the seller is specifically intended to protect the buyer against such damages.
c) The limitations and exclusions of liability in the paragraphs
   a) and b) do not apply to claims that have arisen due to fraudulent behavior on the part of the seller, nor to liability for guaranteed characteristics, for claims under the Product Liability Act or for damages resulting from injury to life, limb or health.
d) Insofar as the seller‘s liability is excluded or limited, this shall also apply to employees, workers, representatives and vicarious agents of the seller.

11. Applicable law, place of jurisdiction, partial invalidity
a) The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between the seller and the buyer.
b) If the purchaser is a merchant or a legal entity under public law, Calw shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
c) Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Höfen an der Enz 2024