For use in business transactions with entrepreneurs
The following terms and conditions of delivery and payment apply to all contracts concluded between the buyer and us for the delivery of goods. They shall also apply to all future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the buyer which we do not expressly recognize are not binding for us, even if we do not expressly object to them. The following terms and conditions of delivery and payment shall also apply if we execute the buyer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer.
Orders, collateral agreements, amendments and other agreements shall only become effective upon our written confirmation. All agreements made between the buyer and us for the execution of the purchase contracts are set out in writing in the contracts.


Prices: The prices and price conditions published on the day of delivery shall apply. VAT will be charged additionally at the applicable rate and shown separately on the invoice.


Custom-made products: In the case of samples and custom-made products outside the respective valid delivery range, reasonable excess or short quantities shall be deemed to have been agreed.


Delivery dates or periodsthat have not been expressly agreed as binding are exclusively non-binding information - subject to advance sales in the meantime - and shall be calculated at the earliest from the final agreement on the execution of the order and the provision of any documents, approvals and releases to be procured by the customer. If delivery dates or periods are specified in days, only the usual bank working days at our registered office shall count. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.
If the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, we shall be liable in accordance with the statutory provisions. The same shall apply if the buyer is entitled to assert the discontinuation of his interest in the further fulfillment of the contract as a result of a delay in delivery for which we are responsible. In this case, our liability shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. We shall also be liable to the buyer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible. In the event that a delay in delivery for which we are responsible is based on the culpable breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer regularly relies and may rely, whereby we are responsible for the fault of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
Otherwise, in the event of a delay in delivery for which we are responsible, the Buyer may claim liquidated damages in the amount of 3% of the delivery value for each full week of delay, but not more than 15% of the delivery value.
Any further liability for a delay in delivery for which we are responsible is excluded. The further statutory claims and rights of the buyer to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.
If the buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the Buyer culpably breaches its obligations to cooperate. The risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance or debtor's delay.


Packaging: Disposable packaging such as wooden crates, cardboard boxes etc. will be charged at cost price and will not be taken back. Reusable and mesh box pallets, pallets with pallet frames and lids, containers and cassettes remain our property and must be returned to the place of delivery without delay and at no cost to us.
Bulk packaging shall contain the number of units specified in our price lists as small packaging. Quantities deviating from this or from their multiples can only be delivered in individual packaging, unless minimum quantities prevent this.


Shipment shall be ex delivery point at the expense and risk of the recipient, excluding any cartage and any additional express freight costs for small consignments. The choice of shipping method shall be left to the place of delivery. Partial deliveries and partial services are permitted at any time, insofar as this is reasonable for the customer.


Payments are generally due for payment net (without deduction) in euros plus statutory VAT immediately upon receipt of the invoice by the Buyer, unless the order confirmation specifies a different payment term. A cash discount deduction is only permissible with a special written agreement. A discount deduction is not permitted if the purchaser is in arrears with other claims or if the delivery is paid by bill of exchange. If the purchaser is in arrears with a payment, the statutory regulations shall apply.
We deliver to customers with whom we do not have an ongoing business relationship against advance payment.
The buyer shall be in default 10 days after the due date without any further declarations on our part if he has not paid.
The buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by us or are undisputed.
In the event of the existence of defects, the buyer shall not be entitled to a right of retention unless the delivery is obviously defective. In such a case, the Buyer shall only be entitled to withhold payment if the amount withheld is in reasonable proportion to the defects and the anticipated costs of subsequent performance (in particular rectification of defects). The buyer is not entitled to assert claims and rights due to defects if he has not made due payments and insofar as the amount due (including any payments made) is in reasonable proportion to the value of the defective delivery.
In the event of suspension of payment or over-indebtedness on the part of the purchaser as well as non-compliance with agreed payment terms, all claims to which we are entitled against the purchaser, including bill claims, shall become due immediately.


Retention of title: The delivered goods (goods subject to retention of title) shall remain our property until all claims, including all current account balance claims, to which we are entitled against the purchaser now or in the future, have been settled. In the event of breach of contract by the buyer, e.g. default of payment, we shall have the right to take back the reserved goods after setting a reasonable deadline. If we take back the reserved goods, this shall constitute a withdrawal from the contract. If we seize the reserved goods, this shall constitute a withdrawal from the contract. We are entitled to utilize the reserved goods after taking them back. After deduction of a reasonable amount for the costs of realization, the proceeds of realization shall be set off against the amounts owed to us by the Buyer.
The buyer must treat the reserved goods with care and insure them adequately at his own expense against fire, water damage and theft at replacement value.
The buyer is entitled to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The Buyer hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all current account balance claims); we hereby accept the assignment. We revocably authorize the buyer to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the buyer does not properly meet his payment obligations. The buyer is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claims directly to us as long as we still have claims against the buyer.
Any processing or transformation of the goods subject to retention of title by the buyer shall in any case be carried out on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the goods subject to retention of title. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the buyer's item is to be regarded as the main item as a result of the mixing, the buyer and we agree that the buyer shall transfer proportional co-ownership of this item to us; we hereby accept the transfer. Our sole or co-ownership of an item created in this way shall be kept safe for us by the Buyer.
In the event of access by third parties to the reserved goods, in particular seizures, the Buyer shall draw attention to our ownership and inform us immediately so that we can enforce our ownership rights. If the third party is not in a position to reimburse us for the court or out-of-court costs incurred in this connection, the buyer shall be liable for these.
We are obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%, whereby we are responsible for selecting the securities to be released.


Warranty / Liability: Claims for defects on the part of the buyer shall only exist if the buyer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
In the event of justified notices of defects, we shall be obliged to provide subsequent performance, excluding the Buyer's rights to withdraw from the contract or to reduce the purchase price (reduction), unless we are entitled to refuse subsequent performance on the basis of the statutory provisions. The Buyer shall grant us a reasonable period of time for subsequent performance. Subsequent performance may, at the Buyer's discretion, take the form of rectification of the defect (repair) or delivery of new goods. In the event of rectification of defects, we shall bear the necessary expenses insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. If the subsequent performance has failed, the buyer may, at his discretion, demand a reduction of the purchase price (reduction) or declare his withdrawal from the contract. Rectification shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the Buyer due to the subject matter of the contract. The buyer can only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The right of the buyer to assert further claims for damages under the following conditions remains unaffected by this.
The buyer's warranty claims shall expire one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect; in this case, the statutory provisions shall apply. Our obligations from the following two paragraphs remain unaffected by this.
In accordance with the statutory provisions, we shall be obliged to take back the new goods or to reduce the purchase price, even without the otherwise required setting of a deadline, if the buyer's customer, as the consumer of the new movable item sold (purchase of consumer goods), could demand that the buyer take back the goods or reduce the purchase price due to the defect of these goods or if the buyer has a right of recourse resulting from this. In addition, we are obliged to reimburse the Buyer's expenses, in particular transport, travel, labor and material costs, which the Buyer had to bear in relation to the end consumer in the context of subsequent performance due to a defect in the goods existing at the time of the transfer of risk from us to the Buyer. The claim is excluded if the buyer has not properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
The obligation in accordance with the above paragraph is excluded if the defect is due to advertising statements or other contractual agreements that do not originate from us, or if the buyer has given a special guarantee to the end user. The obligation is also excluded if the buyer himself was not obliged to exercise the warranty rights vis-à-vis the end consumer on the basis of the statutory regulations or did not make this complaint vis-à-vis a claim made against him. This shall also apply if the buyer has assumed warranties vis-à-vis the end consumer that go beyond the statutory scope.
Irrespective of the above and following limitations of liability, we shall be liable in accordance with the statutory provisions for damages to life, body and health that are based on a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damages that are covered by liability under the Product Liability Act. We shall be liable in accordance with the statutory provisions for damages that are not covered by the above sentence and that are based on intentional or grossly negligent breaches of contract and fraudulent intent by us, our legal representatives or our vicarious agents.
In this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted willfully. To the extent that we have given a guarantee of quality and/or durability in respect of the goods or parts thereof, we shall also be liable under this guarantee. However, we shall only be liable for damage that is based on the absence of the guaranteed quality or durability but does not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.
We shall also be liable for damages caused by simple negligent breach of such contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer regularly relies and may rely. However, we shall only be liable insofar as the damages are typically associated with the contract and are foreseeable.
Any further liability is excluded irrespective of the legal nature of the asserted claim; this also applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
The buyer's claims for damages due to a defect shall become time-barred one year after delivery of the goods. If we, our legal representatives or our vicarious agents are responsible for injury to life, limb or health, or if we, our legal representatives have acted with intent or gross negligence, or if our ordinary vicarious agents have acted with intent, the statutory limitation periods shall apply to the buyer's claims for damages.


Ancillary obligations and advice: We shall provide contractual ancillary services (e.g. maintenance services) and advice, insofar as they relate to the delivery item, carefully and to the best of our knowledge in accordance with the respective state of the art and the conditions of use specified to us by the customer.
The above conditions shall apply mutatis mutandis with regard to the warranty, including in the event of any omissions.
Mere recommendations are non-binding. Catalog and list specifications do not constitute a guarantee of properties.


Place of fulfillment, place of jurisdiction, applicable law: The place of fulfillment for the delivery is the registered office of our delivery point. The place of performance for payment and the place of jurisdiction is Nuremberg (Federal Republic of Germany). However, we shall also be entitled to take legal action at the customer's registered office. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.