General Terms and Conditions of Sale in Business Transactions with Companies (§ 14 BGB)

§ 1 Validity of the conditions

Deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. They shall also apply to all future business relations, even if they are not expressly agreed again. The buyer agrees to these terms and conditions when placing an order. Deviations from these terms and conditions require written confirmation by the seller. Any terms and conditions of the Buyer shall not apply and are hereby rejected. They shall also not be valid in future business relations, even if we do not object to them again in each individual case. Even silence on the part of the seller or fulfillment of the contractual performance shall in no case be deemed to be consent to any conditions of the buyer.

§ 2 Offer and Conclusion of contract

1. The Seller’s offers are subject to change and non-binding. Orders shall become binding for the Seller when they are confirmed or executed by the Seller in writing. The same applies to supplements, collateral agreements, reservations and amendments.
2. The Seller’s written order confirmation shall be decisive for the type and scope of the deliveries or services.
3. The seller reserves the right to customary deviations with regard to the services specified in brochures, illustrations, drawings and descriptions, in particular with regard to dimensions and colors as well as design and shape changes, which are carried out from the day the order is placed until delivery, as well as other deviations which do not restrict the use for the contractual purpose, without the buyer being able to derive any claims from this.
4. The documents belonging to the offers, such as illustrations, drawings, weight or dimension specifications or other technical data or information, merely characterize the subject matter of the contract and do not constitute a guarantee of properties.

§ 3 Prices

1. The prices are for delivery ex works or warehouse excluding freight, packaging, insurance, assembly and VAT.
2. If the wage and material costs or the prices of the Seller’s suppliers increase after the contract has been concluded, the Seller shall be entitled to increase the contract price accordingly. This applies to non-merchants from the 5th month after conclusion of the contract.

§ 4 Delivery periods

1. Delivery times are always non-binding. If the agreed delivery date is exceeded by more than 4 weeks, the buyer has the right to set the seller a reasonable grace period. If the object of purchase is still not delivered by the end of the grace period, the buyer is entitled to withdraw from the contract by written declaration, to the exclusion of other rights. If only a part of the delivery is affected, the right of withdrawal shall be limited to this, unless the delivery made would no longer be of interest to the buyer.
2. Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the seller – this also includes subsequently occurring difficulties in procuring materials, operational disruptions, strikes, lockouts, personnel shortages, lack of means of transportation, official orders, etc., even if they occur at the Seller’s suppliers or their subcontractors – shall 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. If the hindrance lasts longer than 3 months, the Buyer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled and to demand the repayment of any advance payments made, to the exclusion of any further rights.
3. The Seller shall be entitled to make partial deliveries and render partial services and, with appropriate prior notice, also to make premature deliveries.

§ 5 Transfer of risk

The delivery of all goods to be shipped by the seller shall be at the expense and risk of the buyer. The latter shall also apply if carriage paid delivery or transportation with the seller’s means of transportation has been agreed. In the absence of a special agreement The choice of the means of transportation is at the discretion of the seller. If shipment becomes impossible through no fault of the Seller, in particular if it is delayed at the request or through the fault of the Buyer, the risk shall pass to the Buyer upon notification of readiness for shipment.

§ 6 Payment

1. Unless otherwise agreed, payments must be made concurrently with delivery.
2. Bills of exchange or checks are not considered to be in lieu of payment. The seller accepts bills of exchange, checks and securities subject to all rights. No guarantee is given for timely presentation. All discount and ancillary charges shall be borne by the buyer.
3. The Seller shall be entitled, despite the Buyer’s provision to the contrary, to offset payments first against the Buyer’s older debts, namely first against costs, then against interest and finally against the principal performance.
4. The Buyer may only offset or assert a right of retention against claims of the Seller if the Buyer’s counterclaim has been recognized in writing by the Seller or if a legally binding title exists.
5. In the event of default in payment, and without prejudice to further rights, at least 10

% interest on arrears shall be charged. The receipt of payment by the seller is decisive for the timeliness of payment.

§ 7 Sale via Internet platforms

1. The Buyer is not entitled to sell or offer the goods for sale on or via websites that are not operated exclusively by or for the Buyer under the Buyer’s name. This includes in particular so-called third-party platforms on the Internet that bear the name and/or logo of a third party. The Buyer is at liberty to advertise the goods on the Internet via third-party websites, provided that the goods are sold or offered for sale solely on the Buyer’s website in accordance with sentence 1 of this paragraph.
2. If the buyer violates his obligations according to § [7] (1), we reserve the right to no longer supply the buyer.

§ 8 Material defects

1. With regard to material defects, the Buyer shall initially be subject to the statutory obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
2. The buyer cannot derive any further rights from material defects that do not or only insignificantly impair the value and suitability of the goods for the recognizable use.
3. We shall not assume any further expenses within the meaning of § 439 BGB paragraph 2.
4. If a material defect leads to damage, the seller shall be liable in accordance with the statutory provisions if the damage is personal injury, falls under the Product Liability Act or is based on intent or gross negligence. If the damage is due to a culpable breach of a material contractual obligation, the seller shall otherwise be liable for the damage typical of the contract.

Further contractual and tortious claims of the Buyer are excluded. The Seller is therefore not liable in particular for damage that has not occurred to the delivery item itself, for loss of profit or other financial losses of the Buyer.

1. The rights of recourse according to §§ 478, 479 BGB remain unaffected.
2. The above provisions do not apply to used goods; in this case, liability for material defects is excluded.

§ 9 Retention of title

1. All goods delivered shall remain the property of the Seller until full payment of all claims due to the Seller from the business relationship with the Buyer. The Buyer shall store the Seller’s property free of charge. Goods to which the seller is entitled to ownership are hereinafter referred to as reserved goods.
2. The buyer is entitled to sell the reserved goods in the ordinary course of business as long as he is not in default. Seizures or transfers by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security any claims arising from the resale or any other legal reason with regard to the goods subject to retention of title. The seller revocably authorizes the buyer to assign the claims assigned to him to third parties. to collect claims for its account in its own name. At the request of the The buyer shall disclose the assignment to the purchaser and provide him with the necessary information and documents.
3. In the event of third party access to the reserved goods, the Buyer shall draw attention to the Seller’s ownership and inform the Seller immediately. Costs and damages shall be borne by the Buyer.
4. In the event of breach of contract by the Buyer – in particular default of payment – the Seller shall be entitled to take back the goods subject to retention of title at the Buyer’s expense or, if necessary, to demand assignment of the Buyer’s claims for return against third parties. The repossession or seizure of the reserved goods by the seller shall not constitute a withdrawal from the contract, unless the German Instalment Purchase Act applies.
5. The Seller undertakes to release the securities to which it is entitled at the Buyer’s request to the extent that the value of the securities exceeds the claims to be secured by more than 20%; the Seller shall be responsible for selecting the securities to be released.
6. The retention of title and the security interests to which the seller is otherwise entitled shall apply until full release from contingent liabilities which the seller has entered into in the interests of the buyer.

§ 10 Security deposit

1. If, after acceptance of an order, the Seller becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Buyer, if there are reasonable doubts about theBuyer ‘s ability to pay or if agreed payment terms are not complied with, the Seller may assert the immediate maturity of all its claims against the Buyer, including any bills of exchange with later due dates, or demand the provision of securities. In such cases, the seller is also entitled to withdraw from the purchase contract. The seller undertakes, at his discretion, to release all securities given to him insofar as they exceed the value of his respective total claims by 25%.
2. In the event of a justified demand for the return of the delivered goods or a justified demand for the realization of granted securities, the buyer agrees that the items or securities may be taken possession of by the seller at his expense without judgment or order of a court or the use of a bailiff, without this constituting a withdrawal from the purchase contract.
3. Notwithstanding the buyer’s obligation to pay, the seller is entitled to realize the objects of purchase or securities taken into possession by private sale at the expense and risk of the buyer. The proceeds after deduction of the costs shall be credited to the buyer’s remaining debt. Any excess proceeds shall be paid out to him.

§ 11 Other Liability for damages

1. The provisions in § [8] (5) also apply to claims for damages due to other breaches of duty and tort liability. In the event of a breach of a pre-contractual obligation or an obstacle to performance already existing at the time of conclusion of the contract, the seller’s liability shall be limited to the negative interest.
2. Insofar as the Seller’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

§ 12 Place of fulfillment, Choice of law, Place of jurisdiction

1. The place of performance for all deliveries and payments is Gengenbach.
2. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
3. If the buyer is a merchant, the place of jurisdiction for all disputes with him is the registered office of the seller; the seller is also entitled to sue at the registered office of the buyer.

§ 13 Contract maintenance

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. Rather, to the extent permitted by law, a provision that comes as close as possible to the economic purpose of the invalid provision shall be deemed to have been agreed.