All deliveries and services shall be rendered exclusively on the basis of the following terms and conditions. Should anything to the contrary apply in individual cases by way of exception – in particular, the buyer's terms of purchase – this shall require our express written confirmation. The delivery of goods does not include the acceptance of the buyer's terms and conditions; the buyer hereby agrees to our terms and conditions by accepting the goods.
Our offers are non-binding. Orders are only binding on us if and to the extent that we have confirmed them in writing or commenced their execution. The same applies to modifications, supplements and verbal collateral agreements.
Agreed delivery times or dates will be adhered to where possible, but are only to be considered as approximate guidelines and not as binding commitments. In the event of delayed delivery, the buyer is entitled to set us a reasonable additional period and, upon its unsuccessful expiry, to withdraw from the contract. The buyer may only claim damages for non-fulfilment after the expiry of the additional period if the delivery delay was demonstrably caused by our intentional or grossly negligent conduct.
3. Increases in customs duties, taxes, and other charges arising after the conclusion of the contract shall be borne by the buyer.
4. Force majeure events, including public and legal restrictions as well as strikes and lockouts, entitle us to postpone delivery for the duration of the obstruction or to withdraw from the contract in whole or in part, without being liable for damages. This also applies to other unforeseen circumstances that hinder or delay the manufacture or shipment of the goods, in particular, untimely or incorrect self-delivery, as well as energy or raw material shortages. In the event of a partial or complete failure of our supply sources, we are not obligated to procure from other suppliers.
Our prices are always exclusive of statutory value-added tax.
2. Unless otherwise agreed, our invoices are payable within 10 days with a 2% discount or within 30 days net cash. In the event of late payment, we are entitled to charge interest at a rate of 5% above the relevant discount rate of the Deutsche Bundesbank from the due date. Should the buyer be in default, we reserve the right to claim further damages.
3. Cheques and bills of exchange shall only be considered payment once they have been cashed; otherwise, they are accepted only on account of performance. Expenses shall be borne by the buyer. Insofar as we have agreed discount rates with the buyer, we shall be entitled, should the German Bundesbank's discount rate be increased, to adjust the agreed rate accordingly.
4. The buyer may only offset our purchase price claim with undisputed or legally established claims. The lodging of a notice of defect does not release merchants from their obligation to pay the purchase price, unless the notice of defect is acknowledged by us. Lodging a notice of defect does not affect the obligation of non-merchants to pay the purchase price for contracts that are unrelated to the notified delivery.
5. If the buyer defaults on the payment of one of our invoices, all our claims from the business relationship shall become immediately due and payable, irrespective of any acceptance of bills of exchange. Furthermore, we shall be entitled to demand cash payment for further deliveries, and after the expiry of a reasonable grace period, to withdraw from the contract or to demand damages for non-performance. This shall also apply in the event of other circumstances that make the buyer's solvency appear doubtful.
1. The risks associated with transport from the point of delivery shall always be borne by the buyer, even in the case of carriage paid or delivered to house, unless we are carrying out the transport with our own vehicles from our works or warehouse. Unloading and warehousing shall be the responsibility of the buyer in all cases.
2. When collecting from the delivery point, the buyer or their appointed representative is responsible for loading the transport vehicles and ensuring compliance with legal regulations for the transport of dangerous goods.
3. To the extent our employees assist with unloading, they do so at the sole risk of the buyer and not as our vicarious agents; we accept no liability for any damage incurred.
4. All regulations relating.
5. Increases in freight charges after the conclusion of a contract, as well as additional costs incurred due to circumstances that hinder or delay transport which are beyond our control, shall be borne by the buyer. If we take back goods, in whole or in part, the buyer shall bear the resulting costs, regardless of the reason for the return.
In the case of material defects, which also include the absence of warranted characteristics, we shall be liable to merchants and legal entities under public law in accordance with the legal provisions, at our discretion, for rescission, reduction in price, or replacement delivery, provided that the following conditions are met in addition to the statutory ones.
a) The buyer must immediately inspect the goods and their packaging upon delivery, in accordance with customary commercial practices, to ascertain their type, quantity, and condition. If the goods are delivered in shipping units, the buyer must additionally check the labelling of each individual shipping unit for conformity with the order.
b) When investigating defects that are discovered, the buyer must notify us in writing or by telefax within 8 days of receiving the goods.
c) If the buyer fails to carry out the respective inspection or fails to notify any identified.
d) If a defect is discovered later which could not be detected despite careful examination (hidden defect), this defect must be notified immediately upon discovery as described above. Otherwise, the goods shall also be deemed to be in conformity with the contract in this respect. A claim for a hidden defect is excluded at the latest 8 weeks after receipt of the goods.
e) If the buyer does not give us the opportunity to inspect their complaint, or if they do not promptly provide us with the goods in question or samples thereof upon request, the warranty claims asserted cannot be considered.
2. Compared to non-merchants, we are liable for material defects, including the absence of guaranteed properties, according to statutory provisions, at our choice by rescission, reduction in price, or replacement delivery, if, in addition to the statutory requirements, the following conditions are met.
a) The non-merchant is subject to the same upcoming inspection obligations as the merchant. However, the requirements placed on the buyer's knowledge when inspecting the goods are not based on customary trade practices, but on the circumstances that can be expected of the buyer due to their commercial position.
b) If the buyer discovers defects upon inspection, they must notify the seller thereof in writing without delay. Otherwise, any notification of defects must be made in writing within the statutory periods.
If the buyer fails to carry out the reasonable inspection and written notification of defects, or fails to observe the applicable notification periods, they will lose all warranty claims concerning the defects that have been identified and/or could have been identified. The same applies in the event of an incorrect delivery by mistake.
1. We are liable for damages arising from defects in the item purchased, erroneous incorrect delivery, or defects in the packaging, to the buyer's assets, including their property, as follows:
a) To the extent that damage could have been avoided by the buyer fulfilling their inspection obligations, any liability on our part is excluded, provided that for non-merchants, this exclusion shall not apply if the damage is due to our gross negligence.
b) Should damage occur despite the buyer's observance of their inspection duties, we shall only be liable for gross negligence in breach of contract by our legal representatives – and, towards non-merchants, also for gross negligence in breach of contract by our vicarious agents.
2. For damages other than those regulated above, we shall only be liable, irrespective of the legal basis for liability, if they have been caused by gross negligence on our part or on the part of our vicarious agents.
3. We accept no liability for the suitability of the goods for the purposes intended by the buyer. Our application engineering advice, information or recommendations are given to the best of our knowledge. As the actual application is beyond our control and its circumstances cannot all be foreseen, written and oral hints, advice, etc., can only be given non-bindingly. In particular, they do not exempt the buyer from testing our products and goods for their suitability for the intended processes and purposes.
4. All eligible claims of the buyer against us become time-barred at the latest six months after the act causing damage.
5. Any liability on our part based on the Product Liability Act shall remain unaffected by the foregoing provisions.
Title to the goods shall only pass to the buyer upon full payment of the purchase price and all other claims arising from our business relationship, including any future claims. As long as the buyer duly fulfils his obligations to us, he is authorised to further use the goods in the ordinary course of business.
2. We are entitled to demand the return of the reserved goods from the buyer without setting a grace period or declaring our withdrawal from the contract if the buyer fails to meet their obligations despite being given a deadline. The return of goods shall only constitute a withdrawal from the contract if we declare this in writing.
3. The Buyer hereby assigns to us, as security for all our claims, any claims against third parties arising from the further use (e.g. sale) of the reserved goods, together with all ancillary rights. If reserved goods are sold together with other items for a total price, the assignment is limited to the pro rata amount of our invoice for the reserved goods.
4. In the ordinary course of business, the buyer is authorised to collect its claims arising from the further use of the goods subject to retention of title. At our request, the buyer must notify its customers of the assignment, refrain from disposing of the claims in any way, provide us with all necessary information regarding the stock of goods owned by us and the claims assigned to us, and hand over the documents required to enforce the assignments. We must be notified immediately of any third-party claims to the goods subject to retention of title and the assigned claims.
We grant all resale discounts solely subject to the proper settlement of all transactions. Transactions are only considered properly settled when the buyer's account is balanced and all bills of exchange and cheques for payment of our deliveries have been cashed. Otherwise, all discounts granted in the current financial year will lapse and must be paid by the buyer.
The place of performance for delivery is the location of the business or warehouse from which delivery is made.
2. The place of jurisdiction for fully commercial traders is Geesthacht. We reserve the right to take action against the buyer at their general place of jurisdiction outside of the dunning procedure.
We are not prepared or obliged to participate in dispute resolution proceedings before a consumer arbitration body.
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