General Terms and Conditions

1. Scope

(1) These General Terms and Conditions (GTC) apply to all contracts for deliveries and services between us and our customers, provided that the customer is an entrepreneur within the meaning of Section 14 German Civil Code (BGB) and has its registered office within the European Union.

(2) Deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract unless we expressly agree to their validity in writing.

(3) These GTC shall also apply to future business relationships without the need for a renewed express agreement.

2. Offers and Conclusion of Contract

(1) Our offers are subject to change and non-binding unless expressly designated as binding.

(2) A contract shall only come into existence upon our written order confirmation or execution of delivery.

(3) Technical modifications as well as changes in form, color, and weight remain reserved within reasonable limits.

3. Prices and Terms of Payment

(1) All prices are quoted net plus the applicable statutory VAT.

(2) Intra-Community deliveries are VAT exempt provided that the requirements pursuant to Article 138 of the VAT Directive are fulfilled and the customer provides a valid VAT identification number.

(3) The customer is obliged to provide us with its valid VAT identification number prior to conclusion of the contract.

(4) Should it subsequently become apparent that the requirements for a VAT-exempt intra-Community delivery were not fulfilled, the customer shall be obliged to subsequently pay the applicable VAT.

(5) Unless otherwise agreed, invoices are payable within 30 days from the invoice date without deduction. The customer shall automatically be in default no later than 30 days after the due date and receipt of the invoice without the need for a reminder notice. In the event of late payment, the statutory provisions shall apply, in particular Section 288 para. 2 BGB.

(6) Deviating payment terms, particularly those specified in offers, order confirmations, or individual agreements, shall take precedence over these GTC.

4. Delivery and Transfer of Risk

(1) Delivery shall be made ex works (EXW, Incoterms® 2020) unless otherwise agreed in writing.

(2) The risk of accidental loss or deterioration of the goods shall pass to the customer upon handover of the goods to the carrier.

(3) Partial deliveries are permissible insofar as they are reasonable for the customer.

5. Delay in Delivery

(1) Delivery periods shall be reasonably extended in cases of force majeure or unforeseeable events beyond our control.

(2) In the event of delayed delivery, we shall only be liable for foreseeable damage typical for the contract.

(3) Further claims shall only exist in cases of intent or gross negligence unless essential contractual obligations have been violated.

6. Retention of Title

(1) The delivered goods shall remain our property until full payment of all claims arising from the business relationship has been received.

(2) The customer is entitled to resell the reserved goods in the ordinary course of business. The resulting claims are hereby assigned to us in advance.

(3) The customer is obliged to handle the reserved goods with care.

7. Installation and Duties to Cooperate

(1) Installation, assembly, commissioning, or training services shall only form part of the contract if expressly agreed in writing.

(2) The customer shall be responsible for all on-site structural, technical, and organizational requirements.

(3) Additional costs arising from insufficient or incorrect information provided by the customer shall be charged separately.

8. Modifications and Special Services

Custom-made products, modifications, or additional services shall only be performed on the basis of a separate agreement and shall be invoiced separately.

9. Warranty

(1) The customer shall inspect the goods immediately upon receipt, at the latest within 7 working days, for obvious defects and notify us thereof in writing.

(2) Hidden defects must be reported in writing immediately upon discovery.

(3) In the event of justified defects, we shall, at our discretion, provide subsequent performance either by repair or replacement delivery.

(4) The limitation period for warranty claims shall be 12 months from the transfer of risk to the extent permitted by law. This shall not apply in cases of fraudulent concealment of defects or claims arising from injury to life, body, or health.

10. Liability

(1) We shall be liable without limitation in cases of intent, gross negligence, or injury to life, body, or health.

(2) In the event of slightly negligent breach of essential contractual obligations, liability shall be limited to foreseeable damage typical for the contract.

(3) Liability under the German Product Liability Act shall remain unaffected.

11. Chemicals

(1) Our application-related technical advice provided verbally, in writing, or through testing is given to the best of our knowledge but shall only be regarded as non-binding guidance.

(2) Such advice does not release the buyer from the obligation to independently verify the suitability of our products for the intended purpose. Liability for the accuracy or completeness of such advice is excluded to the extent permitted by law.

(3) The buyer is obliged to independently comply with all applicable legal regulations and official requirements, particularly regarding the handling of chemicals. This also applies with regard to any third-party intellectual property rights.

12. Intellectual Property Rights and Confidentiality

(1) All documents, drawings, and technical information shall remain our property.

(2) The customer undertakes to treat all non-public information confidentially.

(3) The customer is responsible for ensuring that the use of the delivered goods is permitted in the country of destination and does not infringe any third-party rights.

13. Data Protection

The processing of personal data shall be carried out in accordance with our current privacy policy.

14. Place of Performance, Jurisdiction, Applicable Law

(1) The place of performance for delivery and payment shall be our registered office.

(2) The place of jurisdiction shall, to the extent legally permissible, be our registered office.

(3) German law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).