terms and conditions
1. General Provisions, Scope of Application
1.1 Our Terms and Conditions of Sale and Delivery apply to all business relationships with customers, provided that the customer is an entrepreneur as defined in Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.
1.2 Our Terms and Conditions of Sale and Delivery apply regardless of whether we fulfill the relevant obligations ourselves or have them fulfilled by third parties.
1.3 Our Terms and Conditions of Sale and Delivery apply exclusively. We do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery, unless we have expressly agreed to their validity in writing.
1.4 Our Terms and Conditions of Sale and Delivery shall apply even if we carry out the sale or delivery to the customer without reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery. This does not affect the precedence of individual agreements, which must generally be made in writing.
1.5 Any legally significant statements or notices from the customer, such as setting deadlines, notices of defects, notices of withdrawal, or claims for a price reduction, must be made in writing within the meaning of Section 126 of the German Civil Code (BGB).
1.6 References to the applicability of statutory provisions are provided for clarification purposes. Even in the absence of such clarification, the statutory provisions apply unless these Terms and Conditions of Sale and Delivery provide for different provisions or exclusions.
2. Conclusion of the Contract and Contract Terms
2.1 Our offers are generally subject to change and non-binding. This applies even if the customer is provided with catalogs, technical documentation, drawings, plans, calculations, cost estimates, references to DIN standards, or other performance-related documents—including those in electronic form.
2.2 We may accept the customer’s orders within 3 weeks of receiving them. The customer remains bound by the offer during this period.
2.3 We may accept the contract in writing or electronically by issuing an order confirmation, or impliedly by actually performing the service.
2.4 Information regarding dimensions, weight, color, material, and features is approximate unless expressly designated or guaranteed as exact figures prior to the acceptance of the contract.
3. Prices, Terms of Payment, Default, Set-off
3.1 Unless otherwise agreed in individual cases, our prices are “ex works,” plus applicable sales tax and any customs duties.
3.2 Invoice amounts are due immediately and must be paid within 30 days without any deductions. Any discount must be specifically agreed upon in writing on a case-by-case basis.
3.3 Agreed prices do not apply to repeat orders. These must be renegotiated on a case-by-case basis.
3.4 If the customer defaults on payment, the customer is obligated to pay late payment interest at a rate of 8 percentage points above the applicable base interest rate. If we can prove that we have incurred higher damages as a result of the default, we are entitled to claim these additional damages. In this case, the customer remains entitled to provide evidence to the contrary that we have incurred no damages or significantly lower damages as a result of the delay in payment.
3.5 The customer may set off claims only if the customer’s counterclaims have been legally established, are undisputed, or have been acknowledged by us.
3.6 The customer may assert rights of retention only to the extent that their counterclaim is based on the same contractual relationship or their counterclaims have been legally established, are undisputed, or have been acknowledged by us. 3.7 We are entitled to make sales or deliveries contingent upon advance payments or security deposits if we become aware of circumstances that objectively and significantly impair the customer’s creditworthiness and thereby jeopardize the settlement of our claims.
4. Delivery Time, Default of Acceptance, Shipping
4.1 The delivery time depends on the scope of delivery specified in the contract. A delay in delivery requires a written notice to the customer.
4.2 If we are unable to meet delivery deadlines through no fault of our own, the customer will be notified immediately. To the extent objectively possible and economically reasonable, a new delivery date will be provided. If delivery cannot be made by the new delivery date, we are entitled to withdraw from the contract in whole or in part. This applies in particular in the event of late delivery to us by a supplier, provided that we have entered into a corresponding hedging transaction for the performance of the service. Statutory rights of withdrawal and other statutory provisions, in particular regarding the exclusion of the obligation to perform in the event of impossibility or unreasonableness of performance or subsequent performance, remain unaffected.
4.3 If the customer is in default of acceptance, fails to fulfill its obligations to cooperate, or if delivery is delayed for other reasons for which the customer is responsible, we are entitled to claim compensation for the damages we incur, including any additional expenses such as storage and transportation costs. In such cases, the risk of accidental loss or accidental deterioration of the delivery shall also pass to the customer.
4.4 Risk passes to the customer upon handover of the shipment to the carrier. Delivery and the transfer of risk are generally made on a freight-prepaid basis ex works Ostfildern, whereby the choice of carrier, including the means of transport and transport routes, is left to us, provided that the customer’s legitimate interests are safeguarded.
4.5 For orders under €135.00, we reserve the right to forward the order to a wholesaler or to charge a processing fee of €25.00 per order.
4.6 If the customer requests a specific shipping method or mode of shipment, any additional costs incurred as a result shall be borne by the customer. For time-specific or call-off orders, the risk passes to the recipient upon delivery. Packaging for custom-made products that require individual production due to their unusual dimensions will be billed separately and cannot be returned.
5. Returns and Changes for Custom-Made Items
5.1 Properly delivered goods may be returned only with our prior written consent. Damaged goods are always excluded from return.
5.2 For goods returned in accordance with our instructions, we reserve the right to charge a reasonable flat fee for administrative costs, inspection expenses, and repackaging upon acceptance of the return and issuance of a credit note.
5.3 If a change is made to a custom-made product that has been ordered, the customer shall bear the costs resulting from the change and shall pay the agreed remuneration, less any expenses we have saved as a result of the termination of the contract.
6. Claims for Defects, Notices of Defects
6.1 The customer may assert claims for defects only if the customer has properly fulfilled the obligations to inspect and give notice of defects under § 377 of the German Commercial Code (HGB).
6.2 Defects must be reported to us in writing without delay. A report by the customer is considered to have been made without delay if it is submitted within 10 days at the latest and if an earlier report of the defect would have been unreasonable for the customer in the specific case. Timely dispatch of the notice of defect is sufficient to meet the deadline. If the customer fails to report the defect within the specified time, our liability for the unreported defect is excluded.
6.3 If a defect exists, we are entitled, at our discretion, to either repair the item or provide a replacement. The customer must allow us the time and opportunity necessary for repair or replacement and, in particular, must permit us to investigate the complaint.
6.4 In urgent cases, the customer has the right to remedy the defect themselves and to demand reimbursement from us for the necessary expenses. We must be notified of such self-remediation immediately, and in advance if possible. The right to reimbursement of expenses does not apply if we would be entitled to refuse such subsequent performance.
6.5 The customer’s claims for damages or reimbursement of wasted expenses shall be limited to the scope of liability set forth in these Terms and Conditions of Sale and Delivery.
7. Statute of limitations
7.1 Notwithstanding Section 438(1)(3), the general statute of limitations for the Customer’s claims arising from defects in material or title is one year from delivery. If the conditions of Section 438(1)(2) of the German Civil Code (BGB) are met, the statutory warranty period remains unaffected.
7.2 The above statute of limitations also applies to the Customer’s contractual and non-contractual claims for damages arising from a defect in the service. In all other respects, the statutory statutes of limitations apply to claims for damages.
The statute of limitations under the Product Liability Act remain unaffected in all cases.
8. Liability
8.1 We shall always be liable without limitation in cases of intent and gross negligence, in cases of culpable injury to life, limb, or health, in accordance with the provisions of the Product Liability Act, and to the extent of any independent warranty statements. Furthermore, liability remains unaffected for the breach of obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.
8.2 In the event of a breach of duty due to simple negligence, our liability is otherwise limited to compensation for the foreseeable, typically occurring damage.
8.3 In any event, the amount of foreseeable, typical damages referred to in the preceding paragraph shall be limited to EUR 5,000,000.00.
8.4 The foregoing limitations of liability also apply in favor of our employees, agents, and executive bodies.
9. Retention of Title
9.1 We retain title to the delivered goods until all claims arising from the contract have been paid in full. We are entitled to reclaim the delivered goods if the customer breaches the contract.
9.2 The customer is obligated to handle the delivered goods with care until ownership has been transferred to the customer.
9.3 Until ownership has been transferred, the customer must notify us immediately in writing if the delivered goods are seized or subject to any other interference by third parties.
9.4 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer is not permitted to dispose of these goods in any other way, in particular by pledging them or transferring them as security.
authorized. The customer hereby assigns to us, in advance, the customer’s claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed upon with us (including value-added tax). This assignment applies regardless of whether the goods were resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
9.5 If the goods are processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the objective value of our goods relative to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the principal item, it is agreed that the customer transfers proportional co-ownership to us and holds the resulting sole ownership or co-ownership in safekeeping for us.
9.6 At our request, the customer must insure the goods belonging to us against customary risks to an appropriate extent at the customer’s expense and assign the insurance claims to us. We are also entitled to pay the insurance premiums at the customer’s expense.
10. Intellectual Property Rights
10.1 We reserve all rights of ownership, copyright, and other intellectual property rights in our service and delivery specifications—including those relating to weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data—as well as in our related illustrations, such as
drawings, illustrations, calculations, brochures, catalogs, models, and other documents and materials. The customer is not authorized to make these available to third parties, disclose them, use them, or reproduce them, either directly or through third parties, without our written consent.
10.2. At our request, the customer must return our service and delivery specifications as well as any related documentation and destroy any copies that may have been made.
11. Exports, Export Controls, and End-Use
11.1 Our corporate philosophy and company policy stipulate that our products must be exported and used exclusively in accordance with national and international legal obligations and must contribute to sustainable development worldwide. Our products may therefore be used exclusively for civilian, non-nuclear purposes and may not be used, either in whole or in part, in nuclear or military applications—particularly those related to NBC—nor may they be exported for such purposes. Resale to embargoed countries or to restricted persons is also prohibited.
11.2 The Customer warrants, as an independent warranty, that all products will be used by the Customer and the end customer exclusively in civilian and non-nuclear applications, nor in nuclear or military applications, particularly those relevant to NBC (nuclear, biological, and chemical) use; that our products are not exported to embargoed countries and are not supplied to restricted persons; and that our products are not used or exported in a manner that would subject them to legal or regulatory approval requirements or prohibitions, such as Regulation (EC) No. 428/09 (Dual Use), the Foreign Trade Act, the Foreign Trade Ordinance, or the War Weapons Control Act.
11.3 The customer acknowledges that the use of our products, in whole or in part, by the customer or
to end customers for nuclear or military purposes, particularly those related to NBC (nuclear, biological, and chemical) applications, or to embargoed countries or restricted parties, is not only subject to legal restrictions but is hereby expressly prohibited by contract. In the event of any violations, we are in any case entitled to terminate the contract, while expressly reserving the right to pursue further claims, particularly claims for damages.
11.4 We are entitled to verify the Customer’s compliance with its legal and contractual obligations at any time, provided we give reasonable advance notice. If there are sufficient grounds to suspect non-compliance, the Customer is obligated to immediately provide us with all information necessary to verify compliance with this prohibition. The Customer is obligated to notify us immediately in writing if they have any doubts regarding compliance with the above obligations on their part or on the part of the end customer.
11.5 We are entitled to withhold our services if the customer breaches any obligation set forth in the preceding paragraphs, or if there are reasonable grounds to suspect non-compliance or if the customer has its own doubts.
11.6 In addition to the above obligations, when exporting products purchased from us, the customer must at all times comply with any necessary export and
The customer must obtain customs clearances at their own expense. We are not liable for the legality of the export of the products or their compliance with the legal and technical regulations of the importing country. The customer hereby releases us from any claims or demands for damages arising in this regard.
11.7 With regard to exports to the United States, the Customer is advised that the Products may additionally be subject to specific U.S. export licensing regulations. The Customer agrees not to export, re-export, or transfer the Products, either directly or indirectly, in violation of U.S. laws, nor to cause, assist, or grant consent to any third party to do so. The Customer shall at all times ensure that neither the U.S. Bureau of Industry and Security nor any other U.S. federal agency has revoked, suspended, or denied the relevant export license.
11.8 Our products are generally not approved for aerospace applications. If the customer intends to use them for such purposes, they must notify us in writing. We will then discuss with the customer the possibility of a custom-made product and, if necessary, enter into a separate project agreement.
12. Privacy Policy
Personal data must be used in accordance with applicable laws. In particular, personal data may only be used with the consent of the individuals concerned and with a notice that they have the right to revoke their consent at any time without formalities.
13. Written Form and Collateral Agreements
13.1 Any amendments to these Terms and Conditions of Sale and Delivery, as well as to the contracts governed by them, must be made in writing.
13.2 Any verbal side agreements or amendments to these Terms and Conditions of Sale or Delivery, as well as to the contracts governed by them, must be confirmed in writing by us within 14 days to be valid.
14. Place of Performance, Jurisdiction, Governing Law
14.1 The place of performance and the exclusive—including international—place of jurisdiction for all disputes arising out of or in connection with these Terms and Conditions of Sale and Delivery or the underlying contracts is Ostfildern. Notwithstanding the foregoing, we are entitled to bring an action at the customer’s place of business.
14.2 The contractual relationship between the customer and us is governed by the laws of the Federal Republic of Germany.
15. Severability Clause
If one or more of the above provisions is or becomes invalid, the remaining provisions shall remain unaffected.