1. GENERAL & SCOPE OF APPLICATION
1.1 These General Terms and Conditions of Delivery and Service ("GTCS") apply to all our business relationships with our customers ("Purchaser").
1.2 These GTCS apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 BGB - German Civil Code). Unless otherwise agreed, the GTCS in the version valid at the time of the Purchaser's order or, in any case, in the version last communicated to them in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
1.3 Our deliveries, services, and offers are made exclusively on the basis of these GTCS; we do not recognize any conflicting or deviating terms and conditions of the Purchaser, unless we have expressly agreed to their validity in writing. Our GTCS shall also apply if, in knowledge of conflicting or deviating terms and conditions of the Purchaser, we unconditionally carry out the delivery to the Purchaser or if the Purchaser refers to their general terms and conditions in the context of the order and we do not expressly object to them.
1.4 Our GTCS apply only to entrepreneurs (Section 14 BGB), legal entities under public law, and special funds under public law.
1.5 Individual agreements made with the Purchaser in individual cases (e.g., framework supply agreements or quality assurance clauses) and information in our order confirmation shall in any case take precedence over these GTCS. Trade clauses shall, in case of doubt, be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the conclusion of the contract.
1.6 Legally relevant declarations and notifications by the Purchaser regarding the contract (e.g., setting of deadlines, reminders, or withdrawal) must be made in writing. Written form within the meaning of our GTCS includes written and text form (e.g., letter, email, fax). Legal form requirements and further proofs, especially in cases of doubt about the legitimization of the declarant, remain unaffected.
1.7 If reference is made to the applicability of legal provisions below, this is for clarification purposes only. Even without such clarification, the legal provisions apply, unless we have directly amended or expressly excluded them in our GTCS.
2. CONCLUSION OF CONTRACT
2.1 Our offers are subject to change and non-binding and subject to prior sale, unless they are expressly marked as binding. This also applies if we have provided the Purchaser with samples, catalogs, other product descriptions, or documents – including in electronic form – to which we reserve ownership and copyright.
2.2 The order of goods by the Purchaser is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two (2) weeks after its receipt by us.
2.3 The acceptance of contractual offers can be declared by us either in writing (e.g., by order confirmation) or by delivery of the goods to the Purchaser.
2.4 The documents supplied by the Purchaser (information, drawings, samples, or the like) are decisive for us; the Purchaser is liable for their factual correctness, technical feasibility, and completeness; we are not obliged to carry out a check of the same.
3. PRICES & PAYMENT TERMS
3.1 Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion (ex warehouse, plus statutory VAT) apply.
3.2 Unless otherwise stated in the order confirmation, our prices are EXW (ex works in Hückeswagen) according to Incoterms 2020 or the current version. Packaging costs are not included in the prices, unless expressly agreed otherwise.
3.3 Unless otherwise stated in the order confirmation, our invoices are due for payment net (without deduction) within twenty-one (21) days from the invoice date and receipt of the invoice. For payment within eight (8) days from the invoice date, we grant a two (2) % discount. Shipping, printing, screen, and film costs on invoices are self-costs, on which we do not grant any discount. However, we are entitled, even within an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare such a reservation at the latest with the order confirmation.
3.4 The Purchaser is not entitled to withhold payments due to counterclaims or to offset them against counterclaims, unless these are acknowledged by us, undisputed, or legally established. The Purchaser's rights from the same contract due to defects, non-performance, and/or unfinished or incomplete performance remain unaffected by this.
3.5 If, after the conclusion of the contract, it becomes apparent (e.g., through termination of the trade credit insurance or an application for the opening of insolvency proceedings) that our claim to the purchase price is endangered by the Purchaser's inability to pay, we are entitled, in accordance with the statutory provisions, to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract (Section 321 BGB). In contracts for the manufacture of non-fungible items (custom-made products), we can declare the withdrawal immediately; the legal provisions on the dispensability of setting a deadline remain unaffected.
4. DELIVERY TIME, DELAY IN DELIVERY & FORCE MAJEURE
4.1 Unless expressly agreed otherwise, information on delivery times is only approximate. A delivery period only begins when all details of the execution have been clarified and both sides agree on the terms of the order. Agreed delivery dates will be postponed accordingly.
4.2 The fulfillment of our delivery obligation also requires the timely and proper fulfillment of the obligations incumbent on the Purchaser. This includes in particular the timely and complete delivery of the documents to be supplied by the Purchaser, insofar as we perform according to drawings, specifications, samples, requirements, and/or other documents of the Purchaser. The defense of non-performance of the contract remains reserved.
4.3 The occurrence of our delay in delivery is determined by the statutory provisions. In any case, a reminder is required.
4.4 If we are prevented from timely delivery or performance by force majeure, such as industrial disputes for which we are not responsible, official measures, energy or raw material shortages, transport bottlenecks or hindrances, pandemics or epidemics, as well as measures to combat them, operational disruptions, e.g., due to fire, water and/or machine damage or other disruptions in operations for which we or our upstream suppliers/subcontractors are not responsible, which are demonstrably of significant influence, we are obliged to inform the Purchaser immediately. In these cases, we are entitled to postpone the delivery or performance time by the duration of the event of force majeure or the disruption, provided we have complied with our above-mentioned information obligation. If delivery or performance becomes impossible as a result, our obligation to perform ceases, to the exclusion of damages. If the Purchaser proves that subsequent performance is of no interest to them due to the delay, they can withdraw from the contract to the exclusion of further claims. If the event of force majeure or the disruption lasts longer than one (1) month, we can withdraw from the contract with regard to the unfulfilled part if we have complied with our above-mentioned information obligation and insofar as we have not assumed the procurement risk or a delivery guarantee. Force majeure is any event external to the operation, caused externally by elemental forces of nature or by actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or neutralized with economically acceptable means even with the utmost care reasonably to be expected given the circumstances, and is not to be accepted by us due to its frequency.
4.5 Clause 4.4 applies accordingly, insofar as we have concluded a congruent hedging transaction with the Purchaser before the conclusion of the contract, which would have enabled us to fulfill our contractual delivery obligations towards the Purchaser if properly executed, and we are not supplied by our supplier, not correctly, and/or not in time, and we are not responsible for this.
4.6 If we are in default, the Purchaser is entitled to set a reasonable grace period in writing and, after its fruitless expiry, to withdraw from the contract. A grace period is not required if we seriously and definitively refuse performance or if the underlying contract is a fixed-date transaction within the meaning of Section 323 (2) No. 2 BGB or Section 376 HGB or if there are special circumstances which, taking into account the interests of both parties, justify immediate withdrawal.
4.7 The rights of the Purchaser according to Clause 10 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.
5. PASSING OF RISK & SHIPMENT
5.1 Unless otherwise stated in the order confirmation, delivery EXW (ex works) according to Incoterms 2020 or the current version is agreed. Place of delivery and place of performance is our location in Hückeswagen. This also applies if we have taken over the transport costs or advanced them for the Purchaser or if partial deliveries are made.
5.2 At the request and expense of the Purchaser, the goods will be shipped to another destination (sale by dispatch).
5.3 If dispatch has been agreed, the risk of accidental loss and accidental deterioration of the goods passes to the Purchaser upon handover to the forwarder, carrier or other person or institution designated to carry out the dispatch. This also applies if we have taken over the transport costs or advanced them for the Purchaser or if partial deliveries are made. If dispatch or handover is delayed for reasons attributable to the Purchaser, the risk passes to the Purchaser from the day on which the goods are ready for dispatch and we have notified the Purchaser of this.
5.4 Insofar as acceptance has been agreed, this is decisive for the passing of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance, unless otherwise stipulated below.
5.5 If an acceptance is to take place, the goods shall be deemed to have been accepted if (i) the delivery and, insofar as we also owe the installation, the installation has been completed, (ii) we have notified the Purchaser of this, referring to the fiction of acceptance under this Clause 5.5, and requested them to accept, (iii) twenty (20) working days have passed since delivery or installation, and (iv) the Purchaser has failed to accept within this period, unless the failure to accept was due to a defect notified to us which makes the use of the purchased item impossible or significantly impairs it.
5.6 The handover or acceptance is equivalent if the Purchaser is in default of acceptance.
5.7 The Purchaser must inform us in writing if they require a special mode of transport and/or coverage by transport insurance for the shipment. The costs incurred in this respect shall be borne by the Purchaser, even if we have exceptionally borne the transport costs in other cases.
5.8 We are entitled to make partial deliveries, provided this is reasonable for the Purchaser taking into account their interests.
5.9 If the Purchaser is in default of acceptance or if delivery is delayed for reasons for which the Purchaser is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses. In these cases, we will store the products at the Purchaser's risk and charge the Purchaser for storage.
6. PACKAGING
Unless otherwise agreed, packaging is at our reasonable discretion. The costs of packaging shall be borne by the Purchaser.
7. RETENTION OF TITLE
7.1 We reserve title to the goods sold until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
7.2 The goods subject to retention of title may not be pledged to third parties or assigned as security by the Purchaser without our express written consent before full payment of the secured claims. In the event of seizures or other interventions by third parties, the Purchaser must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 ZPO (German Code of Civil Procedure). Insofar as the lawsuit was successful and the third party is unable to reimburse us for the judicial or extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the Purchaser shall be liable for the costs incurred by us.
7.3 The Purchaser is entitled to resell the delivered goods in the ordinary course of business; however, they hereby assign to us all claims in the amount of the final invoice amount (including VAT) of our claims that arise from the resale against their customers or third parties, regardless of whether the purchased item has been resold without or after processing. The Purchaser remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as there are no bill of exchange and check protests, the Purchaser fulfills their payment obligations from the collected proceeds, is not in default of payment, and no application for the opening of insolvency proceedings has been filed over their assets. If this is the case, however, we can demand that the Purchaser informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents, and informs the debtors (third parties) of the assignment.
7.4 The processing or transformation of the reserved goods delivered by us by the Purchaser is always carried out for us. If the reserved goods delivered by us are processed with other items/materials not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other processed items/materials at the time of processing. For the item created by processing, the same applies as for the goods delivered subject to retention of title.
7.5 If the reserved goods delivered by us are inseparably mixed with other items/materials not belonging to us or connected in such a way that they become essential components of a single item, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other mixed or connected items/materials at the time of connection or mixing. If the connection or mixing takes place in such a way that the Purchaser's item is to be regarded as the main item, it is already agreed that the Purchaser transfers co-ownership to us proportionally. The Purchaser stores the co-ownership thus created for us. For the item created by connection or mixing, the same applies as for the goods delivered subject to retention of title.
7.6 The Purchaser is obliged to treat the reserved goods with care; in particular, they are obliged to adequately insure them at their own expense against fire, water damage, and theft at replacement value. If maintenance and inspection work is required, the Purchaser must carry this out in good time at their own expense.
7.7 In the event of the loss or damage of the reserved goods, the Purchaser hereby assigns to us in advance any existing claims for insurance benefits in the amount of the final invoice amount (including VAT) of our claims with regard to the delivery item as additional security.
7.8 If, in the case of deliveries abroad, certain measures and/or declarations by the Purchaser are required in the country of import for the effectiveness of the retention of title regulated above or the other rights designated in the preceding paragraphs, the Purchaser must notify us of this immediately in writing or in text form and carry out or make these measures and/or declarations immediately at their own expense. If the law of the country of import does not permit retention of title, the Purchaser is obliged to provide us immediately at their own expense with other suitable securities for the delivered goods or other securities according to equitable discretion (Section 315 BGB).
7.9 We undertake to release the securities due to us at the Purchaser's request, insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.
8. INTELLECTUAL PROPERTY
8.1 Unless otherwise agreed, the rights to the results of our services (in particular any rights to inventions, copyright utilization rights, and other industrial property rights) belong to us in relation to the Purchaser. Upon full payment of the agreed remuneration (or the respective due partial amounts), the Purchaser receives the non-exclusive, non-transferable right, unlimited in time and space, to use the service results (in compliance with any other conditions of our agreement with the Purchaser) for their own business purposes or the purposes specified in the offer and/or order confirmation. The granting of further rights of use requires a separate agreement.
8.2 Unless otherwise agreed, the rights to the Purchaser's existing results remain with the Purchaser. We are entitled to use the Purchaser's existing results if and to the extent that this is necessary for the provision of the agreed services.
9. WARRANTY & LIABILITY FOR BREACH OF DUTY
9.1 For the Purchaser's rights in the event of material defects and defects in title (including incorrect and short delivery as well as improper assembly/installation or faulty instructions), the statutory provisions apply, unless otherwise stipulated below.
9.2 In all cases, the statutory provisions regarding the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the customer's rights arising from separately issued guarantees, particularly by the manufacturer, remain unaffected. 9.3 The basis of our liability for defects is, above all, the agreement reached regarding the quality and intended use of the goods (including accessories and instructions). Product descriptions or manufacturer's specifications shall only be considered as quality agreements in this sense if this has been contractually agreed or if such descriptions or specifications were publicly announced by us (in particular in catalogs) at the time of contract conclusion.
9.4 If the quality has not been agreed, it shall be determined according to statutory provisions whether a defect exists or not (Section 434 (3) BGB). Public statements by the manufacturer or on its behalf, particularly in advertising or on the goods' label, take precedence over statements by other third parties.
9.5 For goods with digital elements or other digital content, we owe provision and, if applicable, an update of the digital content only insofar as this explicitly results from a quality agreement according to Clause 9.3. We assume no liability for public statements by the manufacturer and other third parties in this respect.
9.6 The customer's warranty rights presuppose that they have duly complied with their obligations to inspect and give notice of defects under Sections 377, 381 of the German Commercial Code (HGB). If the customer fails to duly inspect and/or give notice of defects, our liability for the defect not reported or not reported in due time or not reported properly is excluded according to statutory provisions. For goods intended for installation, attachment, or assembly, this also applies if the defect only became apparent after the corresponding processing as a result of a breach of one of these duties; in this case, the customer has no claims for reimbursement of corresponding costs ("removal and installation costs"). If the contractual relationship between us and the customer is a contract for work, Section 377 HGB shall apply mutatis mutandis.
9.7 If an acceptance or initial sample inspection has been agreed with the customer, the notification of defects that the customer could have discovered with careful acceptance or initial sample inspection is excluded.
9.8 If the delivered goods or the produced work are defective, we can initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering defect-free goods (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the customer in the individual case, they can refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
9.9 We are entitled to make the owed subsequent performance dependent on the customer paying the due purchase price. However, the customer is entitled to withhold a reasonable part of the purchase price in proportion to the defect.
9.10 The customer must give us the time and opportunity necessary for the owed subsequent performance, in particular to hand over the complained goods for inspection purposes. In the case of replacement delivery, the customer must return the defective goods to us upon request according to statutory provisions; however, the customer has no right of return. Subsequent performance does not include the removal, dismantling, or uninstallation of the defective goods, nor the installation, attachment, or assembly of defect-free goods, if we were not originally obligated to perform these services. The customer's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.
9.11 We bear or reimburse the expenses necessary for inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as, if applicable, removal and installation costs, in accordance with statutory provisions and these General Terms and Conditions, if a defect actually exists. Otherwise, we can demand reimbursement from the customer for the costs incurred from an unjustified demand for defect rectification if the customer knew or could have known that no defect actually existed.
9.12 In urgent cases, e.g., to avert risks to operational safety or disproportionate damage, the customer has the right to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses incurred for this purpose. We must be notified immediately, if possible beforehand, of such self-remedy. The right to self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance according to statutory provisions.
9.13 If subsequent performance has failed or a reasonable period to be set by the customer for subsequent performance has expired unsuccessfully or is dispensable according to statutory provisions, the customer can withdraw from the purchase contract or reduce the purchase price according to statutory provisions. However, there is no right of withdrawal for an insignificant defect.
9.14 Claims of the customer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB). Claims of the customer for damages or reimbursement of futile expenses (Section 284 BGB) also exist for defects in the goods only in accordance with the following Clause 10 and are otherwise excluded. For the limitation periods, Clause 11 of these General Terms and Conditions applies.
10. EXCLUSIONS & LIMITATIONS OF LIABILITY
10.1 Subject to the provision of Clause
10.2 we are liable for damages – for contractual, non-contractual or other claims for damages, regardless of the legal reason, in particular due to defects, delay and impossibility, fault in contract negotiations and tort – only in cases of intent and/or gross negligence, including intent and/or gross negligence of our representatives or vicarious agents. Furthermore, we are also liable for simple negligence, including simple negligence of our representatives and vicarious agents, for damages resulting from the breach of a material contractual obligation, i.e., an obligation whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the customer may therefore regularly rely (cardinal obligation). Insofar as we are not accused of intentional breach of duty, liability for damages is limited to the foreseeable, typically occurring damage. 10.2 Claims for damages resulting from injury to life, body, and health, as well as claims of the customer under the Product Liability Act, the special statutory provisions for the final delivery of goods to a consumer, and other mandatory statutory liability regulations, remain unaffected by the exclusions and limitations of liability regulated in Clause 10.1. The aforementioned exclusions or limitations of liability also do not apply insofar as we have fraudulently concealed a defect or insofar as we are liable due to the assumption of a guarantee or due to the assumption of the procurement risk.
10.3 Clauses 10.1 to 10.2 also apply if the customer, instead of a claim for compensation for damages in lieu of performance, demands compensation for useless expenses.
10.4 Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents, which is based on the same legal reason.
11. LIMITATION PERIOD
11.1 Claims of the customer arising from material defects and defects of title shall become time-barred within one (1) year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
11.2 Mandatory limitation provisions remain unaffected. The facilitation of the limitation period mentioned in Clause 11.1 does not apply to claims for injury to life, body or health, to claims based on intent and/or gross negligence, and to claims based on the assumption of a guarantee or the assumption of the procurement risk. The longer limitation periods under Section 438 (1) No. 1 BGB (real rights of a third party), Sections 438 (1) No. 2, 634a (1) No. 2 BGB (buildings, building materials and components as well as planning services for a building), Sections 438 (3) and 634a (3) BGB (fraud) also remain unaffected. If the last contract in the supply chain is a consumer goods purchase within the meaning of Section 474 BGB (i.e., upon final delivery of the goods to a consumer), the limitation periods according to Section 445b BGB also remain unaffected.
11.3 The limitation periods resulting from Clauses 11.1 and 11.2 for claims due to material defects and defects of title apply mutatis mutandis to competing contractual and non-contractual claims for damages of the customer that are based on a defect in the contract goods. However, if in an individual case the application of the statutory limitation rules should lead to an earlier limitation of the competing claims, the statutory limitation period applies to the competing claims. The statutory limitation periods under the Product Liability Act remain unaffected in any case.
11.4 Insofar as the limitation of claims against us is shortened according to Clauses 11.1 to 11.3, this shortening applies mutatis mutandis to any claims of the customer against our legal representatives, employees, staff, agents, as well as auxiliary persons and vicarious agents, which are based on the same legal reason.
12. RIGHT OF WITHDRAWAL & TERMINATION
12.1 Due to a breach of duty on our part that does not consist of a defect, the customer is only entitled to withdraw from the contract if we are responsible for the breach of duty.
12.2 If the contract is a contract for work or a contract for the supply of movable, non-fungible goods, the customer's free right of termination (Sections 650, 648 BGB) is excluded.
13. COMPLIANCE WITH LAWS & COMPLIANCE
13.1 The customer is obliged to comply with the statutory provisions applicable to them in connection with the contractual relationship. This particularly concerns anti-corruption and anti-money laundering laws as well as antitrust, labor, and environmental protection regulations.
13.2 The customer shall comply with the applicable export control and sanctions regulations and laws of the European Union (EU), the United States of America (US/USA), and other jurisdictions ("Export Control Regulations").
13.3 The customer shall inform us in advance and provide all information (including end-use) necessary for us to comply with the Export Control Regulations, especially if our products, technology, software, services, or other goods are ordered for use in connection with (i) a country or territory, a natural or legal person that is subject to restrictions or prohibitions under EU, US or other applicable export control and sanctions regulations, or (ii) the design, development, production or use of military or nuclear goods, chemical or biological weapons, missiles, space or aircraft applications and their delivery systems.
13.4 The fulfillment of our contractual obligations is subject to the condition that the applicable export control regulations do not preclude it. In such a case, we are therefore particularly entitled to refuse or withhold contract fulfillment without any liability to the customer.
14. JURISDICTION; CHOICE OF LAW & PARTIAL INVALIDITY
14.1 If the customer is a merchant, a legal entity under public law, or a special fund under public law, Hückeswagen is the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship; however, we are also entitled to sue the customer at their place of residence.
14.2 The law of the Federal Republic of Germany applies to the contractual relationship. The application of the UN Sales Convention (CISG – Convention on Contracts for the International Sale of Goods) is excluded.
14.3 Should a provision in these general terms and conditions of sale and delivery or a provision in the context of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.
Status: 03/2026