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Terms & Conditions
- 1. General / Contractual basis
- 1.1 Our Terms and Conditions of Sale and Delivery (hereinafter referred to as “Terms and Conditions”) shall apply exclusively to all our offers and business relationships which we enter into with entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter referred to as “Contractual Partner” or “Buyer”) for the first time, on an ongoing basis and in the future from January 1, 2025.
- 1.2 We do not recognize any terms and conditions of our contractual partner that deviate from our Terms and Conditions unless we have expressly agreed to their validity in writing.
- 2 Offers, orders, conclusion of contract
- 2.1 Our offers are generally non-binding and subject to change unless they are expressly marked as binding offers. The sending of our price lists is not to be regarded as an offer. The technical data, intended use information and product illustrations contained in our advertising and/or in our brochures and other sales documents do not constitute an offer to conclude a guarantee contract within the meaning of § 443 BGB.
- 2.2 The order of goods and/or services contains the binding offer of the contractual partner to purchase the goods/services. We are entitled to accept the contractual offer submitted with the order within two weeks of receipt of the order. We may accept the offer in writing or by delivering / performing the ordered goods / services to the buyer. We reserve the right not to accept orders, even without a written statement or further justification. In case of doubt, our silence after expiry of the acceptance period shall be deemed a rejection.
- 2.3 If the order is placed electronically, we shall confirm receipt of the order immediately. The confirmation of receipt does not constitute a binding acceptance of the order, but the confirmation of receipt can be combined with the declaration of acceptance on our part.
- 2.4 In the case of verbally agreed contracts, the scope of our deliveries shall be determined by our written contract confirmation.
- 3 Delivery
- 3.1 Partial deliveries or partial services are permissible and shall oblige our contractual partner to pay the pro rata remuneration, unless the partial delivery or partial service would be unreasonable for him.
- 3.2 In the case of call-off delivery orders, the entire order quantity shall be deemed to have been called off by the contractual partner one calendar month after expiry of the period agreed for the call-off or, in the absence of an agreed period, three calendar months after conclusion of the contract. The maximum term of a call-off order shall be twelve months beginning with the month following the month in which the order is accepted, unless expressly agreed otherwise in writing and confirmed by our declaration of acceptance.
- 3.3 If the contractual partner is entitled to allocate call-off quotas and does not allocate them within one calendar month after expiry of the agreed call-off period or, in the absence of such a period, one month after our request, we may allocate, deliver and invoice the total quantity ordered at our discretion. The same shall apply if the maximum term of a call-off order has been reached.
- 3.4 Our deliveries are not insured for transportation and are made “ex works GMHütte” (EXW), unless expressly agreed otherwise. Buyer and seller obligations shall in any case be governed by the International Commercial Terms (INCOTERMS 2024) in their current version, irrespective of the clause selected.
- 3.5 In any case and irrespective of any INCOTERM clause agreed in individual contracts deviating from these Terms and Conditions of Sale and Delivery, we shall not be obliged to procure any import documents for the Buyer in the country of shipment specified by the Buyer.
- 3.6 The delivery and performance deadlines specified by us may change due to delays in delivery, production or disruptions in operations. In the event of subsequent amendments or additions to the contract, the delivery periods and dates shall commence anew or be postponed accordingly, even if previously confirmed by us, unless otherwise agreed with the contractual partner in the respective individual case.
- 3.7 If we are in default of delivery for reasons for which we are responsible, our liability shall be limited to the foreseeable, direct damage, unless we are guilty of gross negligence and provided there is no injury to life, body or health based on a culpable breach of duty on our part, on the part of our legal representative or our vicarious agents.
- 3.8 Events of force majeure and other unforeseeable causes for which we are not responsible and which hinder our deliveries or make them impossible shall entitle us to postpone the delivery for the duration of the hindrance or to withdraw from the contract in whole or in part without the Buyer being entitled to compensation or subsequent delivery as a result. This also expressly includes the failure of deliveries from our suppliers as well as operational disruptions, fire, accidents, etc. at our premises and those of our suppliers. Import bans or restrictions of the Federal Republic of Germany or export bans or restrictions of our supplier countries shall also be deemed to be reasons for non-compliance with the delivery period for which we are not responsible.
- 4 Default of acceptance
- 4.1 If the Buyer is in default of acceptance or violates other obligations to cooperate, we shall be entitled, without prejudice to our rights under subsections 3.2 and 3.3, to withdraw from the contract at our discretion after expiry of a reasonable grace period set for the Buyer and to demand compensation for the damage incurred by us as a result, including additional expenses.
- 4.2 In the event of default of acceptance, the risk of accidental loss or accidental deterioration of the delivered goods shall also pass to the Buyer at the point in time at which the Buyer is in default of acceptance.
- 5 Prices and payments
- 5.1 Our prices are generally quoted in EURO net cash, ex works / warehouse GMHütte, plus shipping and packaging costs, unless otherwise agreed in writing. Statutory levies, customs duties and taxes shall be paid separately at the rate applicable at the time of invoicing.
- 5.2 Our prices are valid for six weeks from the date of conclusion of the contract.
- 5.3 Price changes are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices (list prices) increase thereafter until completion of the delivery or if exchange rates change, we shall be entitled to increase the price appropriately in line with the cost increases.
- 5.4 In the case of an order value of EUR 20,000 net or more, we shall be entitled to invoice 10% of the order amount plus the statutory duties, customs duties and taxes upon receipt of the order.
- 5.5 Our invoices are due for payment within 7 days net cash after invoicing or an equivalent payment schedule. Complaints shall not have any suspensive effect on the due date of payment, unless the Buyer's claims are undisputed or have been legally established.
- 5.6 If our contractual partner suffers a significant deterioration in financial circumstances after conclusion of the contract and, in particular, if our claim to payment is jeopardized, we shall be entitled to declare all claims due immediately and to demand advance payments or the provision of security for future deliveries.
- 5.7 In the event of late payment or deferment of payment, we shall be entitled to charge interest on the purchase price at a rate of eight percentage points above the respective prime rate of the European Central Bank per year without further proof.
- 5.8 We are entitled to charge a processing fee of EUR 5.00 for each written, including electronic, reminder of an invoice that is sent after default has occurred.
- 5.9 Representatives and/or agents may only be paid with discharging effect if they present a written authorization to collect.
- 6 Retention of title
- 6.1 All goods delivered by us shall remain our property until the purchase price has been paid in full (including any transportation costs). The buyer is prohibited from pledging the goods subject to retention of title or assigning them as security. The Buyer must inform us immediately of any seizure or any other impairment of our property rights by third parties and confirm this to us and to third parties in writing.
- 6.2 However, the Buyer shall be entitled to process, treat and/or resell the goods in the ordinary course of business. The handling and processing by the Buyer shall always be carried out in our name and on our behalf. The buyer hereby assigns to us any resulting claims in the amount of our invoiced claim, including statutory duties, customs duties and taxes. We accept the assignment. The buyer remains authorized to collect these claims. Our authority to collect receivables shall remain unaffected by this. However, we undertake not to collect the claim as long as the buyer is not in arrears with payment of the purchase price. If the buyer defaults on payment of the purchase price, his authorization to process, install and / or resell the reserved goods shall e xpire.
- 7 Warranty
- 7.1 In principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods.
- 7.2 The warranty periods shall commence at the time of delivery of the goods. Goods delivered by us shall be deemed to have been approved in accordance with the contract if we do not receive written notification from the Buyer within 14 days of receipt of the goods, but no later than 18 days after their delivery ex works, stating specifically which complaints have been raised. The buyer is obliged to comply with his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). Unless otherwise agreed in writing, our deliveries shall be made to the standard existing at the time of the order.
- 7.3 Subject to timely inspection and notification of defects in accordance with § 377 HGB (German Commercial Code), we provide a warranty subject to the following conditions:
- 7.3.1 In the event of defects in the purchased item, we shall be entitled, at our discretion, to initially provide subsequent performance in the form of rectification of defects or a defect-free replacement delivery.
- 7.3.2 If the buyer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.
- 7.3.3 If the buyer chooses compensation for damages after subsequent performance has failed, our liability shall not extend to damages that have not occurred to the delivery item itself; liability for loss of profit or other financial losses is excluded.
- 7.3.4 The warranty period for material defects and defects of title is twelve months. This does not apply if the law prescribes longer periods in accordance with § 479 para. 1 BGB, as well as in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty, in the event of fraudulent concealment of a defect and insofar as we have assumed a guarantee for the quality of the goods in individual cases. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected. In all other respects, the statutory limitation provisions shall apply.
- 7.4 The buyer does not receive any guarantees from us in the legal sense. Manufacturer guarantees remain unaffected by this.
- 7.5 If the Buyer or a third party undertakes repair or modification work without our express consent, any liability for defects shall lapse.
- 8 Liability
- 8.1 Unless otherwise agreed, claims of the Buyer for damages in addition to performance or in lieu of performance, irrespective of the legal grounds, in particular due to the breach of duties arising from the contractual obligation and from tort, are generally excluded; this applies in particular to damage outside the purchased item and to claims for compensation for loss of profit.
- 8.2 The exclusion of liability regulated in 8.1 shall not apply to damages resulting from injury to life, body or health which are based on a culpable breach of duty on our part, on the part of our legal representative or our vicarious agents. Furthermore, it shall not apply to damages resulting from a grossly negligent breach of duty on our part or a willfully negligent breach of duty on the part of a legal representative or vicarious agent of ours. In the event of culpable breach of an essential contractual obligation (cardinal obligation), liability is not excluded, but is limited to the damage typical for the contract if none of the exceptional cases listed in sentence 1 or sentence 5 apply. Our liability shall also be limited in cases of gross negligence to the foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 1 or sentence 5 applies. Furthermore, the exclusion of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item.
- 8.3 The above clauses 8.1. and 8.2 also apply to claims for compensation for futile expenses with the exception of those arising from § 439 para. 2 BGB.
- 8.4 A change in the burden of proof to the detriment of the Buyer is not associated with the above provisions.
- 8.5 Insofar as the Buyer is entitled to claims for damages in accordance with this provision, these shall become time-barred upon expiry of the limitation period in accordance with lit. 7.3.4.
- 9. Offsetting / Retention
- The buyer shall only be entitled to set-off rights if his counterclaims are not disputed or recognized by us or if they have been legally established. The buyer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship with us.
- 10 Miscellaneous, place of performance, place of jurisdiction
- 10.1 Verbal collateral agreements shall only be deemed part of the contract if they are confirmed by us in writing. Should a clause of these contractual terms and conditions be wholly or partially void and/or ineffective, the remaining provisions shall not be affected by this. Instead, an invalid provision shall be replaced by a provision that comes as close as possible to the economic intent of the invalid provision.
- 10.2 We process the necessary data within the scope of the contractual relationship by means of EDP.
- 10.3 The place of performance for all services is our registered office in Untereisesheim; for merchants within the meaning of Section 1 of the German Commercial Code (HGB), the Osnabrück Regional Court shall be the place of jurisdiction.
- 10.4 The law of the Federal Republic of Germany shall apply.