General Terms and Conditions of Business
(Terms and Conditions of Sale, Delivery and Payment)
Effective: January 2026 – No terms and conditions of business of other
parties are recognised.
1 Placing of the Order
1.1 By placing an order with us – regardless of what form it takes – the Buyer
accepts our Terms and Conditions of Sale, Delivery and Payment for the
entire duration of the business relations.
1.2 Any general terms and conditions of purchase and/or payment of the
Buyer apply to us only if we accept the same in writing.
2 Prices and Terms of Payment
2.1 The prices that we quote apply to the individual order only. Repeat orders
are deemed to be new orders.
2.2 If wage or material cost increases that we could not have foreseen occur
before we have performed the order, we reserve the right to adjust our
prices accordingly without adding any extra profit.
2.3 The invoice amount is payable in advance.
2.4 Bills of exchange are not accepted.
2.5 The Buyer cannot withhold payment because of any counter-claims or
offset any counter-claims unless we have recognised the grounds for and
the amount of these counter-claims or they have been judicially confirmed
with legally binding effect.
3 Delivery
3.1 The goods are at our risk while en route to the Buyer. In the event of any
shipment being returned without any justified complaint and without being
previously notified to us, the goods are sent at the expense and risk of the
Buyer who, in the event of return shipment, must use the same form of
shipment as outward shipment and must ensure adequate insurance.
3.2 In the event of force majeure, operating faults for which we are not at fault,
strikes, lockouts or delays in deliveries of materials, the delivery period is
extended by a reasonable period of time. The Buyer may withdraw from
the Contract if we are in default and we allow a subsequent period of
6 weeks to pass without performing. Claims for compensation for
damages on the part of the Buyer are excluded unless we are proven to
have acted with intent or gross negligence.
3.3 We are entitled to make part deliveries, in which case each part delivery
is deemed to be a legally independent contract.
4 Selections
4.1 If goods are handed over to the customer for selection, then these are
deemed to have been purchased by the recipient unless we receive the
goods back within the period specified in the enclosed delivery note,
which period must be at least two weeks.
4.2 The recipient must arrange adequate insurance of the goods for selection
from the date of receipt; this means that all risks, including those of loss
or destruction without fault, pass to the recipient. The customer is
responsible for the selection of goods.
4.3 If goods for selection are used by customers before expiry of the period
specified in the selection note or taken into travelling stock or not stored
in the safe outside the hours of business, then the customer bears all risks
including those of loss or destruction without fault. Irrespective thereof,
the customer is obliged to arrange full insurance cover for these goods
and hereby irrevocably assigns his claims against the insurance company
to us in advance. We hereby accept this assignment.
4.4 Our Terms and Conditions of Sale, Delivery and Payment apply exclusively
to goods for selection also.
5 Defects
5.1 The Buyer must notify us of defects in writing without delay, but within one
week of our delivery at the latest. After expiry of this period, the goods are
deemed to have been accepted.
5.2 If we recognise notifications of defects, the Buyer may require
improvement or replacement delivery. If an improvement or replacement
delivery without defects is not possible, the Buyer can seek cancellation
of the sale.
5.3 All claims for damages are excluded, unless we are proved to have acted
with intent or gross negligence.
6 Liability
6.1 Our liability for all damages is excluded, unless they are due to intentional
or grossly negligent behaviour on our part or that of our agents and
employees.
7 Reservation of Title
7.1 We retain title to the goods delivered until payment in full of all accounts
receivable arising from the business relations, also future claims, including
all ancillary claims and until all cheques and bills of exchange have been
honoured.
7.2 The sale of goods subject to retention by the buyer is only permitted in
the context of the proper course of business. A pledging of securities or
assignment of chattels is not permitted
for goods subject to retention.
7.3 The Buyer may only sell reserved-title goods in the normal course of
business. The reserved-title goods may not be pledged or transferred
as security.
7.4 If the reserved-title goods are attached or confiscated from the Buyer’s
premises, we must be notified immediately in writing and given copies of
the documents that we require for our intervention (e.g. original report of
attachment, etc.). Furthermore, the Buyer is obliged to object immediately
to the attachment or confiscation in each case while drawing attention to
our rights as supplier. Failure to do so makes the Buyer liable to pay us
compensation.
7.5 The Buyer is obliged to insure the reserved-title goods adequately against
all loss or damage in our favour at his own expense. The Buyer already
now assigns all insurance claims with regard to the reserved-title goods
rising here from; we hereby accept this assignment.
7.6 The Buyer already now irrevocably assigns to us the accounts receivable
from third parties in the event of resale or on other legal grounds as well
as his right to surrender based on the reservation of title; we hereby
accept this assignment. The Buyer is required to notify us, at our request,
of the details of the accounts receivable from third parties, including the
full name and address of the third party.
7.7 The Buyer is authorised to collect the receivables assigned to us under
these provisions in trust as long as he duly fulfils his payment obligations
towards us.
7.8 If the Buyer defaults on payment or fails to fulfil his obligations arising from
the reservation of title, we may require that he surrender the reserved-title
goods. The assertion of rights under a reservation of title is not deemed to
be a withdrawal from the Contract.
7.9 We undertake to release securities due to us under the above provisions
insofar as their value exceeds the claims to be secured by 10%, however,
subject to the proviso that, with the exception of the deliveries in current
account transactions, a release is only to be given in the individual case
for those deliveries that have been paid in full.
8 Credit Check and Recovery of Goods
8.1 If, after concluding a contract or delivering goods, we become aware that
the Buyer is not creditworthy (e. g. protest of a bill), we are entitled to
withdraw from the Contract or to require immediate payment for goods
already delivered and advance payment for goods to be delivered,
including the cash payment of any bill of exchange drawn with immediate
effect.
8.2 If we recover the goods, the goods shall be credited in accordance with
their condition, which must be ascertained at the request of the Buyer and
at his expense by an expert assessor to be selected by us.
9 Copyright and Resale
9.1 Our drafts, specimens, models and similar are deemed to be our
intellectual property and may not be imitated nor otherwise reproduced in
any way by the Buyer, even if no specific property rights exist for the same.
All breaches thereof make the Buyer liable to pay damages.
9.2 Sale to resellers is prohibited.
9.3 Trade on the internet is only permitted under certain conditions. These
provisions are regulated in a separate agreement.
10 Data Processing
10.1 We are entitled to process or have processed all data, for the purposes of
the Federal Data Protection Act (BDSG), relating to the business relations
with the customer.
11 Place of Performance and Court of Jurisdiction, Governing Law
11.1 Place of performance for both parties is exclusively 40882 Ratingen,
Federal Republic of Germany.
11.2 Ratingen as the local court is the competent court of jurisdiction for both
parties for all legal disputes arising from the contractual relations, their
coming into being and their validity, also for complaints regarding bills
and cheques.
11.3 The contractual relations for both parties are governed exclusively by
German law. The Hague Convention on the International Sale of Goods
has no application.
