1. Applicability
  1. These General Terms and Conditions apply exclusively to the conditions stated in our sales confirmations and the following General Terms and Conditions. Unless otherwise stipulated, the latest version of the Incoterms applies.
  2. We hereby generally reject any general purchasing conditions of our buyer.
  3. These conditions apply only to companies within the meaning of § 14 of the German Civil Code (BGB).
2. Offers
  1. Our offers are non-binding.
  2. Orders from the buyer become binding for us only upon our written confirmation or delivery.
3. Price Calculation/Increase in Duties
  1. Our prices are quoted exclusive of the currently applicable statutory value-added tax.
  2. Price calculation is based on the quantities, weights, or dimensions determined at the place of dispatch.
  3. In the event that public duties affecting the import or distribution of the goods increase or are newly introduced between the conclusion of the contract and delivery, or if there are increases in freight costs, we are entitled to adjust the purchase price.
4. Payment
  1. The purchase price is payable net cash upon maturity. Payment terms generally start from the date of the invoice. If the due date is exceeded, the buyer is in default of payment without the need for a reminder. Statutory default interest will be charged. We reserve the right to claim further damages. In addition, payment default makes all other claims against the buyer from the business relationship due and payable.
  2. If there are justified doubts about the buyer's solvency, especially in case of payment arrears, we are entitled to revoke granted payment terms and demand advance payment or security for further deliveries.
  3. The payment of the purchase price is considered to be made only when the amount is finally available in one of our accounts.
5. Delivery
  1. Our delivery obligation is subject to the condition of correct and timely self-delivery.
  2. We are entitled to partial deliveries. Under-deliveries or over-deliveries of up to 10% of the contractually agreed quantity are permissible.
  3. If "prompt" is agreed as the delivery date, the delivery period is 14 calendar days.
  4. In case of delivery delays, the buyer must grant us a reasonable grace period of at least two weeks.
  5. The risk passes to the buyer as soon as the goods are handed over to the transport company or, in the case of collection by the buyer, upon provision of the goods. This also applies if we bear the transportation costs.
6. Delivery Hindrances
  1. Cases of force majeure that temporarily or finally release our suppliers from their delivery obligations also release us to the same extent from our delivery obligation.
  2. If our source of supply is partially or completely eliminated, we are not obligated to procure from other suppliers. If we are prevented from timely fulfilment of our obligation due to force majeure or other unforeseeable and unavoidable circumstances, the delivery period is extended by the duration of the hindrance plus a reasonable lead time.
7. Samples/Technical Advice
  1. The samples provided by us as well as our technical and chemical information serve only for the general description of the goods. They do not constitute a guarantee of properties or any warranty of quality or durability, and do not exempt the buyer from inspecting each individual delivery.
  2. Any product-related advice we provide to the best of our knowledge is non-binding and does not exempt the buyer from checking each individual delivery for its suitability for the intended use.
8. Complaints/Warranty
  1. The buyer must examine the goods immediately upon receipt and must report any defects, incorrect deliveries, or quantity deviations in writing without delay, but no later than one week after receipt. This obligation of the buyer applies to each partial delivery in the case of partial deliveries.
  2. Hidden defects must be reported immediately upon discovery, but no later than six months after receipt.
  3. A complaint does not entitle the buyer to withhold due payments or refuse the acceptance of further deliveries.
  4. In the case of timely and justified complaints, the buyer's claims for defects are limited to the right to subsequent performance. If subsequent performance by us fails, the buyer may reduce the purchase price or, at their choice, withdraw from the contract. Claims for damages under Section 9 remain unaffected.
  5. The warranty period is one year from the delivery of the goods, unless mandatory statutory provisions provide for a longer limitation period. 
  6. We do not guarantee that the product is free from third-party patents or other intellectual property rights.
9. Compensation
  1. Contractual and non-contractual claims for damages by the buyer due to slight negligence on our part, our senior employees, or our other vicarious agents are excluded. This does not apply if a duty was violated that is of essential importance for achieving the purpose of the contract; however, our liability is limited to the typical, foreseeable damage, and at most, to twice the invoice value of the affected goods.
  2. We are only liable for indirect and unforeseeable damages at the time of contract conclusion in case of gross negligence on our part or that of our senior employees.
  3. The above limitations do not apply to damages arising from the injury to life, body, or health. Mandatory statutory liability provisions remain unaffected.
10. Retention of Title
  1. The delivered goods remain our property until the complete payment of all our claims (including ancillary claims, claims for damages, and claims from checks and bills of exchange) arising from the business relationship.
  2. If the reserved goods are processed, we are deemed to be the manufacturer and acquire ownership of the newly created products free of charge. If the reserved goods are processed, combined, or mixed with goods owned by third parties, we acquire co-ownership of the resulting products in proportion to the invoiced value of the reserved goods to the invoiced value of the other materials. If the reserved goods are processed, combined, or mixed with an item owned by the buyer, the buyer hereby assigns its ownership rights to the new item to us.
  3. The buyer assigns all claims arising from the sale of goods that are in our ownership or co-ownership to us, up to the amount of our ownership interest, as security. Any other assignment, including in the context of a factoring transaction, is not permitted.
  4. The buyer is obliged to store the reserved goods at their own expense with the care of a prudent merchant and to insure them against the usual risks of storage. The buyer hereby assigns to us its claims under the insurance contracts.
  5. As long as the buyer fulfills its obligations towards us in accordance with the contract, it is entitled to dispose of the reserved goods in the ordinary course of business and to collect claims arising from the resale of the reserved goods. However, the buyer is not entitled to pledge or transfer the reserved goods or the assigned claim to third parties as security. The buyer must notify us immediately of any third-party access to the reserved goods or the assigned claims as soon as it becomes aware of such access.
  6. In the event of payment default by the buyer, we are entitled to demand the surrender of the reserved goods without setting a grace period and without rescinding the contract. Furthermore, the buyer must provide us with all necessary information and documents upon our first request concerning the status of the reserved goods and the assigned claims, and must immediately notify its customers of the assignment of claims.
  7. If the value of the securities exceeds the sum of our claims by more than 20%, we will release the excess securities at the buyer's request, at our discretion.
11. Final Provisions
  1. The place of jurisdiction is Rüthen. The law of the Federal Republic of Germany applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  2. If one of the above conditions is found to be invalid, in whole or in part, this does not affect the validity of the other conditions. In such a case, we are entitled to replace the invalid condition with a provision that comes closest to the economic purpose of the invalid condition and is effective.

1. August 2004