General Terms and Conditions

1. Scope of Agreement


Our contractual terms apply to companies according to art. 14 of the German Civil Code (BGB). The customer agrees that they shall be legally binding for this contract and, in the case of an ongoing business relationship, for all future business transactions with the customer. Our contractual terms shall apply exclusively. Any conditions deviating from these terms, particularly conflicting conditions of the customer will not be accepted and we expressly object to them. Even if we do not object to them again when concluding the contract and/ or if we carry out the delivery to the customer without reservation in the knowledge of the customer's conflicting or deviating conditions, we shall not be bound by them. All agreements that are made between the customer and us in order to execute the contract shall be recorded in writing in this contract. There are no verbal agreements.


2. Offer


Our offers are without obligation. Any and all samples are non-binding. We unrestrictedly reserve the ownership and copyrights to images, drawings and other documents. They may only be made available to third parties after our prior written consent and should the order be placed with someone else, they must be returned to us.


3. Conclusion of the Contract


We can accept orders that may be regarded as offers for concluding a purchase contract by sending an order confirmation within two weeks or by delivering the ordered product within the same time limit. We reserve the right to make excess or short deliveries of up to one full packaging unit.


4. Delivery


The compliance with our delivery obligation is conditional upon the timely and orderly fulfilment of the customer's obligations. The customer shall be notified of the beginning of the delivery time indicated by us in due time. Unless expressly agreed otherwise in writing, delivery dates are solely non-binding information.
In case of culpable failure to meet a delivery date that has been expressly agreed in writing beforehand, the customer shall grant us a reasonable extension of the delivery period in writing. Should we fail to meet the extended deadline by our fault, the customer shall have the right to withdraw from the contract. Damage claims by the customer due to late delivery are determined by clause 11.
In case of delivery delays due to force majeure, we have the right to extend the delivery time by the duration of the hindrance plus a reasonable startup time. We are not responsible for the aforementioned circumstances, even if binding delivery dates have been agreed and/ or if these circumstances occur during an existing contract.
Partial deliveries are acceptable to the extent that these are reasonable to the customer. Every partial delivery is regarded as an independent transaction and shall be invoiced and paid separately. The customer shall not be entitled to delay payment of the invoice until receipt of the complete order.


5. Transfer of Risk


The shipping of the goods shall be at the customer's cost. Any and all risk shall be transferred to the customer when the goods are handed over to the person carrying out the transport to the contractual destination, even if we have contractually agreed to carry the transport costs. In case the customer delays acceptance of the delivery or otherwise breaches his obligations to cooperate, we are entitled to claim any damages incurred by us, including possible additional expenses. In the event of delayed order acceptance, the risk of accidental deterioration or accidental loss of the delivery item shall be passed to the customer.


6. Prices


The prices stated in our order confirmation, plus the statutory VAT and shipping costs, shall apply. Unless otherwise agreed, the prices valid on the shipping day shall apply.
If delivery of the goods is free, we will determine the dispatch method. The customer shall carry any and all additional costs for any dispatch method he specifically requests (e.g. express delivery or air freight).


7. Payment


Unless otherwise agreed, our invoices shall be due for payment without deduction within 14 days. Payments will be considered effected, once we have the amount at our disposal and only if the payments are made directly to us.
In case of a delay in payment, we are entitled to charge default interest at 8% above the applicable base interest rate of the ECB per annum.
In case the customer does not fulfil his payment obligations, we are entitled to make the delivery conditional upon the provision of an appropriate security (bank guarantee, securities in the form of goods, etc.), especially in case of suspension of payments or in circumstances which call the customer's creditworthiness into question. If the customer does not provide the requested security within a reasonable period of time, we have the right to withdraw from the contract. The customer shall only be entitled to a right of offset, if his counter claims have been legally established, or are undisputed or acknowledged by us. The customer shall only have a right of retention for counter claims arising from the same contractual relationship.


8. Title and Ownership


We retain title and ownership to the delivery item, until full payment from the business transaction with the customer has been received. The customer is entitled to resell the delivery item in the ordinary course of business.
However, the customer assigns to us any and all claims he has toward the buyer or third parties resulting from the resale, to the amount of the sum total of the invoice (including VAT). The customer shall remain entitled to collect these claims, even after assignment. We undertake to refrain from collecting the claim as long as the customer meets his payment obligations from the collected revenues, is not in delay with payment and has not filed an application to open insolvency proceedings or suspended payments. Should this be the case, we may request that the customer make known the ceded claims and debtors, provide the information necessary for collection, hand over related documents and give notice of cession of claims to the debtors (third parties).


9. Seizure, Exploitation


We are entitled to take back the delivery items if the customer breaches the contract, particularly in the case of delayed payment. If we do take back the delivery items, this shall not be considered a withdrawal from the contract, unless expressly declared otherwise in writing. A seizure of the delivery items by us shall always be considered a withdrawal from the contract. After taking back the delivery items, we are entitled to exploit them; the proceeds of such exploitation shall be set-off against the customer's liabilities, minus reasonable costs of exploitation. The customer is not entitled to pledge or transfer the delivery items by way of security without our express written consent.
The customer shall immediately inform us in writing of any seizures or other third party interventions, in order for us to bring suit in accordance with art. 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse us for the court and out-ofcourt costs of the suit in accordance with art. 771 ZPO, the customer is liable for any and all losses incurred by us.


10. Claims for Defects


Claims for defects are only valid, if the customer has properly performed his obligation to inspect and notify of defects in accordance with art. 377 of the German Commercial Code (HGB). The customer shall notify us of claims for objectively apparent defects within five working days of receipt of the goods. With regards to nonapparent defects, the statutory regulations apply.
The warranty period is of twelve months, beginning with the transfer of risk. This period is a period of limitation and shall also apply to replacement claims for damage consequential to defects, unless tort claims are asserted. In case of claims for defects for parts of a full delivery, our warranty only applies to the defective parts.


11. Liability


In line with legal stipulations, we shall be fully liable for death, physical injury and harm to health, if these are caused by a grossly negligent or intentional breach of duty on our part or on the part of our legal representatives or assistants, as well as for damages for which the German Product Liability Act applies. The statutory regulations determine our liability for damages that are not covered by sentence 1 and which are founded on a grossly negligent or intentional breach of contract or malice on our part or on the part of our legal representatives or assistants. In this case, however, our liability is limited to typical, foreseeable damages, unless we, our lega representatives or assistants have acted intentionally. However, we shall only be liable to this extent, if the risk of such damages is obviously included in the guarantee for the goods' quality and durability, unless it is a matter of death, physical injury and harm to health.
Further claims of the customer are excluded, irrespective of their legal grounds, unless the cause for damage or defect is based on intent or gross negligence and/ or they are claims for compensation due to the lack of an assured characteristic. Therefore, we shall not be liable for damages which do not occur on the actual delivery items; in particular, we shall not be liable for loss of profits or other financial losses of the customer.


12. Final Provisions


The place of jurisdiction for any and all disputes arising from the legal relationship between the customer and us shall be Karlsruhe. The relations between the contractual parties shall be solely governed by the law applicable in the Federal Republic of Germany. The application of a uniform law on the international purchase of moveable goods shall be excluded. If one or several provision(s) of these sales conditions is/are or become invalid, the validity of the other provisions shall not be affected.


These conditions of sale are valid from 01/05/2011 and replace any and all previous delivery and payment terms.