Terms and conditions for the delivery of products

For use against:

a person who, at the time of concluding the contract, is acting in the exercise of their commercial or self-employed professional activity (entrepreneur);
legal entities under public law or a special fund under public law.

I. General information

All deliveries and services are subject to these terms and conditions and any separate contractual agreements. Any deviating terms and conditions of purchase of the customer shall not become part of the contract, even if the order is accepted.
In the absence of any special agreement, a contract shall be concluded upon written confirmation of the order by the supplier.
The supplier reserves ownership rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature, including in electronic form; they may not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer accessible to third parties only with the customer's consent.

II. Price and payment

Unless otherwise agreed, prices are ex works, including loading at the factory, but excluding packaging and unloading. Value added tax at the applicable statutory rate shall be added to the prices.
In the absence of a special agreement, payment shall be made without any deductions to the supplier's account.
The customer shall only be entitled to withhold payments insofar as his counterclaims are undisputed or have been legally established.
The purchaser shall only be entitled to offset counterclaims from other legal relationships insofar as these are undisputed or have been legally established.

III. Delivery time, delivery delay

The delivery time shall be determined by the agreements between the contracting parties. Compliance with this delivery time by the supplier shall be subject to all commercial and technical questions between the contracting parties having been clarified and the customer having fulfilled all obligations incumbent upon him, such as providing the necessary official certificates or approvals or making a down payment. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay.
Compliance with the delivery time is subject to correct and timely delivery to the supplier. The supplier shall notify the customer of any foreseeable delays as soon as possible.
The delivery time shall be deemed to have been met if the delivery item has left the supplier's factory or readiness for dispatch has been notified by the end of the delivery period. If acceptance is required, the acceptance date shall be decisive, except in the case of justified refusal of acceptance, or alternatively the notification of readiness for acceptance.
If shipment or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be charged for the costs incurred as a result of the delay, beginning one month after notification of readiness for shipment or acceptance.
If non-compliance with the delivery time is due to force majeure, industrial disputes or other events beyond the supplier's control, the delivery time shall be extended accordingly. The supplier shall inform the customer of the beginning and end of such circumstances as soon as possible.
The customer may withdraw from the contract without setting a deadline if it becomes definitively impossible for the supplier to perform the entire service before the transfer of risk. The customer may also withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier's inability to perform. In all other respects, Section VII.2 shall apply.
If the impossibility or inability occurs during the delay in acceptance, or if the customer is solely or predominantly responsible for these circumstances, they shall remain obliged to provide consideration.
If the supplier is in default and the customer incurs damage as a result, the customer is entitled to demand lump-sum compensation for the delay. This amounts to 0.5% for each full week of delay, but in total no more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
If the purchaser sets the supplier a reasonable deadline for performance after the due date, taking into account the statutory exceptions, and if this deadline is not met, the purchaser shall be entitled to withdraw from the contract within the framework of the statutory provisions. At the supplier's request, the purchaser undertakes to declare within a reasonable period of time whether it will exercise its right of withdrawal.
Further claims arising from delays in delivery shall be determined exclusively in accordance with Section VII.2 of these Terms and Conditions.

IV. Transfer of risk, acceptance

The risk shall pass to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date or, alternatively, after the supplier has notified the purchaser that the goods are ready for acceptance. The purchaser may not refuse acceptance in the event of a minor defect.
If dispatch or acceptance is delayed or fails to take place due to circumstances for which the supplier is not responsible, the risk shall pass to the purchaser on the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out the insurance policies requested by the purchaser at the purchaser's expense.
Partial deliveries are permissible, provided they are reasonable for the customer.

V. Retention of title

The supplier retains ownership of the delivery item until all payments – including any additional ancillary services owed – from the delivery contract have been received.
The supplier is entitled to insure the delivery item against theft, breakage, fire, water damage and other damage at the expense of the purchaser, unless the purchaser can prove that they have taken out insurance themselves.
The purchaser may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, the purchaser must notify the supplier immediately.
In the event of conduct by the purchaser in breach of contract, in particular default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the purchaser shall be obliged to surrender it.
Due to the retention of title, the supplier may only demand the return of the delivery item if he has withdrawn from the contract.

VI. Claims for defects

The supplier shall be liable for material defects and defects of title in the delivery to the exclusion of further claims – subject to Section VII – as follows:

Material defects

Insofar as the parties have agreed on a specific quality of the purchased item, objective requirements for the purchased item shall not apply in this respect.

All parts that prove to be defective as a result of circumstances occurring before the transfer of risk shall be repaired or replaced free of defects at the supplier's discretion. The supplier must be notified in writing of any such defects without delay. Replaced parts shall become the property of the supplier.
The purchaser shall, after consultation with the supplier, allow the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the supplier; otherwise, the supplier shall be released from liability for the resulting consequences.
Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage, in which case the supplier must be notified immediately, shall the customer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the supplier.
If the complaint proves to be justified, the supplier shall bear the expenses necessary for the purpose of subsequent performance, provided that this does not place a disproportionate burden on the supplier. If the expenses increase because the customer has moved the purchased item to a location other than the place of performance after delivery, the additional costs incurred shall be borne by the customer. In the case of the sale of a newly manufactured item, the supplier shall also reimburse the purchaser for the expenses incurred within the scope of recourse claims in the supply chain to the extent of its legal obligation.
The purchaser has the right to withdraw from the contract within the framework of the statutory provisions if the supplier – taking into account the statutory exceptions – allows a reasonable period set for him for repair or replacement delivery due to a material defect to elapse without result. If the defect is only minor, the purchaser is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.
Further claims shall be determined exclusively in accordance with Section VII. 2 of these terms and conditions.
No liability shall be accepted in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences – unless the supplier is responsible for them.
If the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to modifications made to the delivery item without the prior consent of the supplier.
Legal defects
If the use of the delivery item leads to the infringement of industrial property rights or copyrights in the country, the supplier shall, at its own expense, either procure the right for the customer to continue using the delivery item or modify the delivery item in a manner reasonable for the customer so that the infringement of property rights no longer exists.
If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also be entitled to withdraw from the contract.
Furthermore, the supplier shall indemnify the purchaser against any undisputed or legally established claims by the relevant property right holders.
The obligations of the supplier specified in Section VI.8 are final, subject to Section VII.2, in the event of a breach of property rights or copyright.
They only exist if

the customer immediately informs the supplier of any asserted infringements of property rights or copyrights,
the Purchaser shall support the Supplier to a reasonable extent in defending against the asserted claims or enable the Supplier to carry out the modification measures in accordance with Section VI. 8,
the supplier reserves the right to take all defensive measures, including out-of-court settlements,
the legal defect is not based on an instruction from the customer and
the infringement was not caused by the customer arbitrarily modifying the delivery item or using it in a manner not in accordance with the contract.

VII. Liability of the supplier, exclusion of liability

If the delivery item cannot be used by the customer in accordance with the contract as a result of culpable omissions or incorrect suggestions or advice provided by the supplier before or after conclusion of the contract, or due to the culpable breach of other ancillary contractual obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections VI and VII.2 shall apply, excluding any further claims by the customer.
The supplier shall only be liable for damage that has not occurred to the delivery item itself – regardless of the legal grounds – if
a. in cases of intent and gross negligence,
b. in the event of culpable injury to life, limb or health,
c. in the case of defects which he has fraudulently concealed,
d. within the scope of a guarantee commitment,
e. in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of essential contractual obligations, the supplier shall also be liable for simple negligence, but limited to reasonably foreseeable damage typical for this type of contract.
Further claims are excluded.

VIII. Statute of limitations

All claims of the customer – regardless of their legal basis – shall become time-barred after 12 months; this also applies to the limitation period for recourse claims in the supply chain in accordance with Section 445b (1) of the German Civil Code (BGB). The suspension of the limitation period pursuant to Section 445b (2) BGB remains unaffected; it ends at the latest five years after the date on which the supplier delivered the item to the customer. These provisions on the limitation of recourse claims and the suspension of the limitation period do not apply if the last contract in this supply chain is a consumer goods purchase. The statutory periods shall apply to claims for damages under Section VII. 2 a - c and e. They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

IX. Software usage

If software is included in the scope of delivery, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the object code into source code to the extent permitted by law (Sections 69 a ff. UrhG [German Copyright Act]). The customer undertakes not to remove or alter manufacturer's information – in particular copyright notices – without the prior express consent of the supplier. All other rights to the software and documentation, including copies, remain with the supplier or software supplier. The granting of sub-licences is not permitted. X. Applicable law, place of jurisdiction

All legal relationships between the supplier and the purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.
The place of jurisdiction is the court responsible for the supplier's registered office. However, the supplier is entitled to bring legal action at the purchaser's head office.

Stand February 2022