Terms and Conditions of Sale and Delivery

§ 1 Applicability of the Terms

1. Our deliveries, services, and offers are made exclusively on the basis of these Terms and Conditions. They also apply to all future business relationships, even if not expressly agreed upon again. At the latest, acceptance of the goods or services shall be deemed as acceptance of these Terms. Counter-confirmations by the purchaser referring to their own terms and conditions of business or purchase are hereby expressly rejected.
2. Deviations from these Terms and Conditions are only valid if confirmed by us in writing.

§ 2 Offer and Conclusion of Contract

1. Our offers are non-binding and subject to change. Declarations of acceptance and all orders require our written or telefax confirmation to be legally binding. The same applies to supplements, amendments, or side agreements.
2. Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing.

§ 3 Prices

1. Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from their date. The decisive prices are those stated in our order confirmation plus the applicable statutory VAT. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, prices are ex works; packaging costs are borne by the purchaser.

§ 4 Delivery and Performance Time

1. The dates and deadlines stated by us are non-binding unless expressly agreed upon in writing.
2. We are not liable for delays in delivery and performance due to force majeure or events that make delivery substantially more difficult or impossible—such as subsequent material procurement difficulties, operational disruptions, strikes, lockouts, staff shortages, lack of transport, official orders, etc., even if they occur at our suppliers or sub-suppliers. These events entitle us to postpone delivery or performance by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part.
3. If the hindrance lasts longer than three months, the purchaser is entitled, after setting a reasonable grace period, to withdraw from the unfulfilled part of the contract. Any further claims, especially for damages, are excluded.
4. We are entitled to make partial deliveries and partial performances at any time.
5. The delivery period begins upon receipt of our order confirmation by the purchaser; if documents or down payments are still required from the purchaser, the delivery period begins only upon complete receipt thereof.

§ 5 Transfer of Risk

1. Risk passes to the purchaser as soon as the shipment is handed over to the person carrying out the transport or has left our works for shipment. This also applies if we take over the transport of the delivery item at the purchaser’s cost.
2. If dispatch becomes impossible or is delayed without our fault, risk passes to the purchaser upon notification of readiness for dispatch.

§ 6 Warranty

1. We warrant that our products are free from manufacturing and material defects.
2. The warranty period is six months and begins with the notification of readiness for dispatch.
3. We do not warrant for damage caused by corrosion or natural wear and tear. No warranty claims exist for damages resulting from improper or unsuitable installation or handling by the purchaser.
4. If the hindrance lasts longer than three months, the purchaser is entitled, after setting a reasonable grace period, to withdraw from the unfulfilled part of the contract. If the delivery time is extended or the seller is released from their obligation, the purchaser cannot derive any damage claims from this. The seller may only rely on the aforementioned circumstances if they notify the purchaser immediately.
5. Warranty claims lapse if operating and maintenance instructions are not followed, modifications are made to the item, parts are replaced, or consumables not meeting original specifications are used—unless the purchaser can prove that the defect was not caused by such actions.
6. Warranty claims are only available to the direct purchaser and are non-transferable.
7. The purchaser must notify us in writing of defects or quantity discrepancies immediately, but no later than one week after receipt of delivery. Hidden defects must be reported immediately after discovery.
8. In the case of justified defect notices, we may choose to have the defective delivery sent to us carriage paid for repair and return, or to carry out repairs at the purchaser’s site. If the purchaser requests warranty work to be performed at a location other than their business premises, we may comply but are entitled to charge labor and travel costs.
9. Warranty claims against us are only available to the purchaser; they are not assignable.
10. For items not manufactured by us, our liability is limited to the assignment of the warranty claims we have against our supplier.
11. The above provisions constitute the final regulation of warranty for our deliveries and services and exclude other warranty and/or damage claims of any kind.

§ 7 Retention of Title

1. We retain ownership of the delivery item until all claims against the purchaser or their group companies are fulfilled.
2. The delivery item remains our property. The purchaser stores the goods free of charge. The delivery item, in which we retain ownership, is referred to hereinafter as “reserved goods.”
3. If our (joint) ownership expires through combination, it is agreed that the purchaser’s (joint) ownership of the unified item shall be transferred to us in proportion to its value (invoice value).
4. The purchaser is entitled to process and sell the reserved goods in the ordinary course of business as long as they are not in default. Pledges or transfers as security are not permitted. The purchaser hereby assigns to us all claims from resale or other legal grounds (insurance, tort) regarding the reserved goods in full as security. We authorize the purchaser to collect these claims for their own account in their own name until revoked. Upon request, the purchaser must disclose the assignment and provide necessary documents.
5. The purchaser must inform us immediately of any third-party access to the reserved goods and bear related costs.
6. In the event of the purchaser’s breach of contract, especially payment default, we may repossess the reserved goods at the purchaser’s cost.

§ 8 Payment

1. Unless otherwise agreed, invoices are payable within 10 days of the invoice date without deduction. We are entitled, despite the purchaser’s provisions, to apply payments first to older debts, then to costs, then to interest, and finally to the principal.
2. Payment is only deemed made when we can dispose of the amount. For checks, payment is considered made only when the check is cleared.
3. In case of default, we may charge interest at the rate charged by banks for overdraft facilities, at least 5% above the base rate of the German Bundesbank, plus VAT.
4. If the purchaser fails to meet payment obligations or if other circumstances arise that call their creditworthiness into question, we may declare the entire remaining debt due and demand advance payments or securities.
5. The purchaser may only set off, retain, or reduce payments if we have expressly agreed in writing or if the counterclaims have been legally established.
6. The purchaser agrees to offsetting their claims and liabilities against us. Claims and liabilities of the purchaser’s group companies may also be offset in the same way.

§ 9 Limitation of Liability

1. Claims for damages due to impossibility of performance, breach of contract, culpa in contrahendo, and tort are excluded against us and our agents unless caused by intent or gross negligence.
2. This limitation also applies to verbal, written, or visual advice. The purchaser remains responsible for verifying the suitability of our products for their intended purpose.

§ 10 Applicable Law, Jurisdiction, Severability

1. German law applies to these terms and all legal relations between us and the purchaser.
2. Recklinghausen is the exclusive place of jurisdiction for all disputes arising from the contractual relationship, to the extent legally permissible.
3. If any provision of these terms or other agreements is invalid, the validity of all other provisions remains unaffected.