Terms and conditions of sale

1. Validity

These Terms and Conditions of Sale and Delivery (the "Terms and Conditions") shall apply to all deliveries, services and offers between us and the Buyer, who is an entrepreneur, legal entity under public law or special fund under public law. These terms and conditions shall also apply to future transactions, even if they are not referred to again or their validity is not expressly agreed, provided that they have only been received by the buyer in a previous transaction. Differing terms and conditions of business and counter-confirmations of the buyer with reference to the buyer’s terms and conditions of business or purchase are hereby rejected. Deviations from our terms and conditions only apply if they are expressly confirmed by us in writing.

2. Offer and contract conclusion

All offers and information are subject to change and are non-binding. Orders and agreements only become binding for us through our written order confirmation or through delivery within the scope of these terms and conditions. Verbal side agreements and guarantees require our written confirmation to be effective.

3. Prices

Unless otherwise stated or agreed as a fixed price, we shall be bound by the prices agreed on the basis of our offer for 4 weeks from the date of the order confirmation. The price list valid at the time of delivery shall apply to deliveries to be made after this date.

4. Delivery

Delivery availability is subject to change. Delivery due dates or deadlines which can only be agreed in writing are also subject to this disclaimer. If we cause a delay, the buyer must give us an appropriate grace period. Only after expiry of this grace period may the buyer withdraw from the contract if the goods have not been reported to the buyer as ready for dispatch by that time.
Force majeure, sovereign measures, strikes, lock-outs and other events that lead to hindrance/impediment or significant complication of the delivery entitle us to a corresponding extension of the delivery time including a necessary start-up time or to withdraw from the contract. The same applies to corresponding events in the area of our sub-suppliers. The buyer can demand a declaration from us concerning whether we are withdrawing from the contract or whether we plan to deliver within a reasonable period; in the event of non-declaration, the buyer can withdraw from the contract.
Dispatch and delivery of the goods takes place at the cost and risk of the buyer.
We deliver ex factory (EXW) from Riegel, provided no other agreement has been made.

5. Retention of title

Until all claims (including all current account balance claims) to which we are entitled from the buyer now or in the future for any legal reason have been satisfied, we shall be granted the following securities, which we shall release upon request and at our discretion, provided their value permanently exceeds the existing claims by more than 10%.

The goods remain the property of the seller. The buyer is revocably entitled to sell the reserved goods in the ordinary course of business subject to reservation of title.

Pledging and transfer of the reserved goods by way of security are not permitted. By way of security, the buyer hereby assigns to us in full all claims (including all balance claims from current accounts) arising from resale or on any other legal grounds (including, but not limited to, claims arising from a collection order for claims from resale, insurance, tort) with regard to the goods subject to retention of title (including all balance claims from current account) in advance and without the need for a special agreement in individual cases. We give our revocable authorisation to the buyer to collect the claims assigned to us for account and in the name of the buyer. In order to ensure this advance assignment, the buyer must invoice the resale of our goods separately from other goods. In the event of resale, the buyer must reserve the conditional ownership of the reserved goods to which he is entitled vis-à-vis his customers until they have paid the purchase price in full. In the event of access by third parties to the reserved goods, the buyer must indicate our ownership and inform us immediately. If it becomes apparent that our purchase price claim is endangered by the buyer's lack of ability to pay, we may revoke the authorisation to resell and/or collect and disclose the assignment of the buyer's claims against third parties arising from the resale or on any other legal grounds and demand direct payment to us. If the buyer processes, combines or mixes the goods subject to retention of title with other goods, we are entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our co-ownership expires due to combination or mixing, the buyer shall at this point transfer to us the ownership rights to which the buyer is entitled to the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. The resulting co-ownership rights shall be deemed to be goods subject to retention of title to which this provision applies mutatis mutandis.

If our purchase price claim is endangered by the buyer's lack of ability to pay or by the buyer's conduct in breach of the contract, we shall be entitled to withdraw from the contract and take back the goods subject to retention of title under the conditions of § 323 BGB. The buyer hereby gives consent that the persons commissioned by us to collect the goods may enter and drive on the premises and buildings on or in which the reserved goods are located for this purpose. The buyer must at all times provide all necessary information and documents in order to be able to realise the claims assigned in advance from the resale.

6. Notification of defects, claims for defects, compensation

Only the buyer is entitled to warranty and liability claims and these are not transferable.

Complaints about the number, identity and condition of the delivered packages, outer boxes or sales units must be made to the person making the delivery immediately upon delivery and noted on our delivery note and the freight documents. Subsequent complaints of this kind are not possible.
Complaints about the quality, best before date, quantity and correctness of the delivered goods must be reported to us in writing immediately, at the latest however within 5 working days after delivery; hidden defects must be reported immediately after their discovery, stating the number of the delivery note; the goods must also be sent for testing, or, at our discretion, retained for examination and stored appropriately for this purpose based on the product-specific requirements.

Justified and timely notices of defects will be remedied by subsequent performance, unless we are entitled to refuse subsequent performance according to the legal requirements. In the event of refusal, failure or unreasonableness of subsequent performance, we shall be entitled to withdraw from the contract or reduce the purchase price at our discretion.

If we are liable under the statutory provisions and/or in accordance with these terms and conditions for damage caused other than by intent or gross negligence, our liability shall be limited as follows: Liability exists only in the event of a breach of material contractual obligations and is always limited to the typical foreseeable damage at the time of conclusion of the contract. This limitation does not apply in the case of loss of life or injury to body and health. If the damage is covered and can be settled by an insurance policy taken out by the buyer for such a case of damage (with the exception of sum insurances), we are only liable for any economic disadvantages incurred by the buyer, in particular higher insurance premiums or interest losses until the damage is settled by the buyer's insurer. We are not liable for damages (except for loss of life or damage to body or health) caused by slight negligence due to a defect in the purchased item. Our no-fault liability under the Product Liability Act, in case of fraudulent concealment of a defect or the assumption of the procurement risk or an independent guarantee remains unaffected. In the case of a guarantee, we are only liable to the extent that the guarantee was intended to protect the buyer specifically against the damage. Within the scope of application of the CISG, we shall not be obliged to pay damages if we are liable to pay damages according to Art. 79 CISG or furnish proof that the internal obstacle to performance was neither culpably set nor culpably not removed by us or an employee.

In order to limit a producer's liability, the buyer is obliged to provide us immediately with all information he receives which indicates the existence of product defects (in particular customer complaints) and to support us immediately and comprehensively in recall actions.

If our goods are exported by the buyer or his customers to areas outside the Federal Republic of Germany, we assume no liability if third-party property rights are infringed by our products. The buyer is obliged to compensate us for the damage caused by the export of goods which are not expressly supplied by us for export.

7. Payment

Unless otherwise agreed, the invoice amount must be received by us no later than 10 days after the invoice date, strictly on a net basis; the value date for credit to our account is key. Thereafter, the default period begins so that we can claim the statutory default interest and further default damages.
The buyer may only set off or exercise a right of retention against an undisputed and legally established claim.

Before complete payment of due invoice amounts including accrued interest and costs, we are not obliged to make any further deliveries from current contracts. In this scenario we can demand cash payment prior to delivery for any outstanding deliveries.

If we become aware of circumstances that call the creditworthiness of the buyer into question, in particular due to the dishonouring of cheques or suspension of payments, we are entitled to make the entire remaining debt due, even if we have accepted cheques. In this case, we are also entitled to demand advance payment or the provision of securities. In addition to asserting the reservation of title, we may also withdraw from the contract or demand compensation in lieu of performance.
8. Data storage

The buyer declares his agreement and is informed that all data relating to him from the business relationship, including personal data within the meaning of the Federal Data Protection Act, will be stored within the framework of our electronic data processing.

9. Place of performance, place of jurisdiction, partial invalidity

The place of fulfilment for performance of services and payments is Riegel am Kaiserstuhl. The place of jurisdiction is Emmendingen. The law of the Federal Republic of Germany shall apply to these conditions and the entire legal relationship.

Should one or more provisions of these terms and conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected.

August 2016