Terms and Conditions

§ 1 Scope

1. The standard terms and conditions apply exclusively between merchants.
2. The following terms and conditions apply exclusively to all deliveries and services provided by the Seller. The Seller does not recognize the Buyer's general terms and conditions unless the Seller has expressly agreed to their validity in writing. This also applies if the Seller performs the services without reservation despite being aware of terms and conditions that conflict with or deviate from these Standard Terms and Conditions.

§ 2 Place of performance, delivery and acceptance

1. The place of performance for all services under the delivery contract is the location of the seller’s commercial establishment.
2. The goods are delivered ex works within Germany. These shipping costs are borne by the buyer. The buyer can choose the carrier. The goods are to be shipped uninsured. A shipping notification can be arranged.
3. Packaging costs for special packaging are borne by the buyer.
4. Sorted and, in the case of combinations, saleable partial shipments must be made promptly and must be announced in advance. Unsorted shipments are only permitted with the buyer's consent.
5. If acceptance does not take place on time due to the fault of the buyer, the seller shall have the right, at its discretion, after expiry of a grace period of 12 calendar days, either to invoice the goods with immediate due date (arrears invoice) or to withdraw from the contract or to demand compensation.

§ 3 Place of jurisdiction

The place of jurisdiction (also for bills of exchange and check claims) is, at the plaintiff's discretion, the location of a German commercial branch of one of the parties or the registered office of the professional or antitrust organization responsible for the seller (Cologne). The court first seized shall have jurisdiction.

§ 4 Content of the contract

1. Goods are delivered on specific dates (business days or a specific calendar week). All sales are only concluded for specific quantities, items, qualities, and fixed prices. Both parties are bound to these terms. Commission transactions are not accepted.
2. Block orders are permitted and must be limited in time at the time of contract conclusion. The acceptance period may not exceed 12 months.

§ 5 Interruption of delivery

1. In the event of force majeure, industrial action for which one of the contracting parties is not responsible, or other operational disruptions for which the contracting party is not responsible that have lasted or are expected to last longer than one week, the delivery or acceptance period shall be automatically extended by the duration of the disruption, but for a maximum of five weeks. The extension shall only take effect if the other party is informed immediately of the reason for the disruption as soon as it becomes apparent that the delivery or acceptance period cannot be met.
2. If delivery or acceptance has not taken place within the extended delivery or acceptance period in the cases referred to in paragraph 1, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days.
3. Claims for damages are excluded in the cases referred to in paragraph 1 if the respective contracting party has fulfilled its obligation pursuant to paragraph 1.

§ 6 Deadline for subsequent delivery

1. After the expiration of the delivery period, a grace period of 12 calendar days will commence without notice. After this period, the buyer may withdraw from the contract by written declaration. If the buyer wishes to claim damages instead of performance, he must give the seller a written notice of a grace period of four weeks after the expiration of the agreed delivery period.
2. For ready-to-ship stock items and NOS (never-out-of-stock) items, the grace period is 5 business days. In the event of non-delivery, the buyer must be informed immediately. Otherwise, the provisions of Section 1 apply.
3. Before the expiry of the grace period for delivery, the buyer's claims for late delivery are excluded unless Section 8, paragraphs 2 and 3 apply.

§ 7 Notice of defects

1. Notices of obvious defects must be sent to the seller no later than 12 calendar days after receipt of the goods. Hidden defects must be reported to the seller immediately upon discovery.
2. Once the delivered goods have been cut or otherwise processed, any complaint regarding obvious defects is excluded.
3. Minor, technically unavoidable deviations in quality, color, width, weight, finish, or design are not subject to complaint. This also applies to customary deviations, unless the seller has declared in writing that the delivery conforms to the sample.
4. In the event of justified complaints regarding obvious defects, the buyer has the right, at the seller's discretion, to repair or delivery of defect-free replacement goods within 12 calendar days of receipt of the returned goods. In this case, the seller shall bear the freight costs. If subsequent performance fails, the buyer has only the right to reduce the purchase price or withdraw from the contract, unless Section 8, Clauses 2 and 3 apply.
5. In the event of a hidden defect, the buyer shall only have the right to reduce the purchase price or to withdraw from the contract, unless Section 8, paragraphs 2 and 3 apply.
6. If the notification of defects is not made within the deadline, the goods shall be deemed to have been approved.

§ 8 Damages

1. Claims for damages by the buyer are excluded unless otherwise provided in these terms and conditions.
2. The exclusion in clause 1 does not apply to liability under the Product Liability Act, in cases of intent, gross negligence on the part of owners, legal representatives, and executives, in cases of fraudulent intent, in cases of non-compliance with an assumed guarantee, in cases of culpable injury to life, body, or health, or in cases of culpable breach of essential contractual obligations; essential contractual obligations are those whose fulfillment characterizes the contract and upon which the buyer may rely. However, a claim for damages due to a breach of essential contractual obligations is limited to the typical and foreseeable damage, unless another case specified in sentence 1 applies.
3. The above provisions do not involve a change in the burden of proof to the detriment of the buyer.

§ 9 Payment

1. The invoice will be issued on the date of delivery or availability of the goods. Postponement of the due date (valuation) is generally not permitted.
2. Invoices are payable:
3. within of 10 days after invoicing and shipping of goods with 3% express discount
4. from 11th to Day 30 after invoicing and shipping of goods net
5. From the 31st day onwards, default occurs in accordance with Section 286 Paragraph 2 No. 1 of the German Civil Code (BGB).
6. If the seller accepts bills of exchange instead of cash, check or bank transfer, a surcharge of 1% of the bill amount will be charged upon receipt of the bill of exchange after the net due date of the 31st day from the date of invoicing and dispatch of the goods.
7. Instead of the above provision, the following regulation may be used, provided that the buyer commits to this for at least 12 months:
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9. Clauses 1-3 apply accordingly to the type of regulation.
10. Changes in the method of regulation must be announced 3 months in advance.
11. Payments are always used to settle the oldest outstanding debts plus any accrued interest.
12. The final credit entry to the seller’s account shall be decisive for the timeliness of the payment.

§ 10 Payment after due date

1. For payments made after the due date, interest will be charged at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 247 of the German Civil Code (BGB). Otherwise, Section 288 of the German Civil Code (BGB) applies.
2. The seller is not obligated to make any further deliveries under current delivery contracts until all outstanding invoice amounts, including interest, have been paid in full. The seller reserves the right to assert claims for damages due to default.
3. In the event of a significant deterioration in the financial situation, such as imminent insolvency or late payment, the seller may refuse to perform the services incumbent upon him for all supply contracts based on the same legal relationship or, after setting a grace period of 12 calendar days, withdraw from these supply contracts. Section 321 of the German Civil Code (BGB) applies. Section 119 of the German Insolvency Code (InsO) remains unaffected.

§ 11 Offsetting and retention

Set-off and retention of due invoice amounts is only permissible with undisputed or legally established claims, unless these are claims for damages that are closely related to the buyer's claim for defect-free contract performance.

§ 12 Retention of title

1. The goods remain the property of the seller until all claims arising from the delivery of goods under the entire business relationship have been paid in full, including ancillary claims, claims for damages, and the redemption of checks and bills of exchange. The retention of title remains in effect even if individual claims of the seller are included in a current invoice and the balance is drawn and acknowledged.
2. If the reserved goods are combined, mixed, or processed by the buyer to create a new movable item, this is done for the seller without creating any obligation. By combining, mixing, or processing, the buyer does not acquire ownership of the new item in accordance with Sections 947 et seq. of the German Civil Code (BGB). In the case of combining, mixing, or processing with items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the invoice value of its reserved goods to the total value.
3. If a central settlement agency is involved in the transaction between seller and buyer, which assumes the del credere, the seller transfers ownership to the central settlement agency upon shipment of the goods, subject to the condition precedent of payment of the purchase price by the central settlement agency. The buyer is released only upon payment by the central settlement agency.
4. The buyer is only entitled to resell or further process the goods subject to the following conditions:
5. The buyer may only sell or process the reserved goods in the ordinary course of business, provided that his financial circumstances do not subsequently deteriorate significantly.
6. The Buyer hereby assigns to the Seller the claim, including all ancillary rights, arising from the resale of the reserved goods – including any balance claims. The Seller accepts this assignment.
7. If the goods have been combined, mixed or processed and the seller has acquired co-ownership of them to the amount of his invoice value, he is entitled to the purchase price claim in proportion to the value of his rights to the goods.
8. If the buyer has sold the receivable as part of genuine factoring, the buyer assigns the claim against the factor to the seller and forwards the proceeds of the sale to the seller in proportion to the value of the seller's rights to the goods. The buyer is obligated to disclose the assignment to the factor if the buyer is more than 10 calendar days overdue in paying an invoice or if the buyer's financial situation deteriorates significantly. The seller accepts this assignment.
9. The buyer is authorized to collect the assigned claims as long as it meets its payment obligations. This collection authorization expires in the event of default by the buyer or a significant deterioration in the buyer's financial circumstances. In this case, the buyer hereby authorizes the seller to notify the buyers of the assignment and to collect the claims itself. To assert the assigned claims, the buyer must provide the necessary information and allow this information to be verified. In particular, the buyer must provide the seller, upon request, with a precise list of the claims to which it is entitled, including the names and addresses of the buyers, the amount of each claim, the invoice date, etc.
10. If the value of the security existing for the Seller exceeds all of its claims by more than 10%, the Seller is obliged, at the Buyer's request, to release securities of its choice.
11. Pledging or transferring the reserved goods or the assigned claims as security is prohibited. The seller must be notified immediately of any attachments, stating the name of the attaching creditor.
12. If the seller takes back the delivered goods in exercise of its retention of title, this does not automatically constitute a withdrawal from the contract. The seller may satisfy its claims from the returned goods through private sale.
13. The buyer shall store the reserved goods for the seller free of charge. The buyer shall insure them against the usual risks, such as fire, theft, and water, to the usual extent. The buyer hereby assigns to the seller any claims for compensation he may have against insurance companies or other liable parties for damages of the aforementioned type, up to the amount of the invoice value of the goods. The seller accepts the assignment.
14. All claims and rights arising from the retention of title to all special forms stipulated in these terms and conditions remain in effect until the seller has been fully released from contingent liabilities (checks and bills of exchange) that the seller has entered into in the buyer's interest. In the case of sentence 1, the buyer is generally permitted to engage in factoring for its outstanding receivables. However, the buyer must notify the seller of this before entering into contingent liabilities.

§ 13 Applicable law

The laws of the Federal Republic of Germany apply. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded. Düsseldorf, June 2022