General terms and conditions of business and delivery

1. Scope

1.1. These general terms and conditions of business and delivery (hereinafter referred to as GTC) apply to all contracts, deliveries and other services.

1.1. We hereby expressly object to any deviating regulations of the contractual partners. Deviating agreements require our express written consent.

2. Offers

2.1. Our offers are subject to change and non-binding.

2.2. Offers are based on the specifications known to us at the time the offer is made.

3. Contracts

3.1. A contract shall only be deemed to have been concluded when we have confirmed it in writing or when we have commenced with the execution of the delivery or service.

3.2. The conclusion of a contract is subject to the reservation of faultless and timely delivery by our suppliers.

3.3. Changes or additions to a contract require our express written consent.3.4.We are entitled without restriction to involve third parties in the performance of the contract.

4. Data protection and confidentiality

4.1. We would like to point out that the data necessary for the business transaction are processed and stored by means of an EDP system. These data are treated confidentially.

4.2. All information marked as confidential may only be made available to third parties with our express written permission.

5. Rights of use

5.1. We reserve the property rights and copyrights to samples, documents and information of a physical and non-physical nature; they may only be made available to third parties with our express written consent.

6. Delivery and transfer of risk

6.1. Excess or short deliveries of up to +/- 10 % are permissible.

6.2. Unless otherwise stated in our order confirmation, delivery and transfer of risk is agreed ex works.

6.3. If the impossibility of delivery is based on inability of the manufacturer or our supplier, both we and the customer may withdraw from the contract if the agreed delivery date is exceeded by more than two months.

6.4. Unfree or insufficiently franked deliveries are generally not accepted.

7. Prices and payments

7.1.The prices do not include the value added tax legally stipulated on the invoice date. Excluded are packaging, shipping costs and other costs.

7.2. Our invoices are payable according to a separately agreed payment schedule, otherwise within 10 calendar days of the invoice date.

7.3. In the event of default of payment, the customer shall owe interest on arrears at a rate of 8 percentage points above the statutory base rate, unless we can prove higher damages to the customer.

7.4. We charge € 10,– for each reminder.

7.5. We reserve the right to charge material price differences of more than 5% additionally.

7.6. Additional costs incurred by payment transactions (e.g. foreign bank transfers) will be charged to the client.

7.7. For deliveries or services to customers abroad, it is expressly agreed that all costs of legal action by us in the event of a delay in payment by the customer, both in and out of court, shall be borne by the customer.

8. Right of return and warranty

8.1. We guarantee a right of return for unused goods within 14 days of the invoice date. Excluded from this are customer-specific products, special productions, special sales and services.

8.2.The warranty rights of the customer require that he has properly fulfilled his obligations to examine and complain in accordance with §§377, 378 HGB.

8.3.If we have provided a defective delivery or service, the customer must give us the opportunity to provide subsequent performance within a reasonable period of time, unless subsequent performance is unreasonable for the customer in the individual case or special circumstances exist which, after weighing the interests of both parties, justify immediate withdrawal. In any case, we shall have the right to choose between elimination of the defect or delivery of a defect-free item.

8.4.Claims for defects must be asserted by the customer in writing, stating all defects that have been detected and the circumstances under which they became apparent. A defect shall not be deemed to exist if an error claimed by the customer cannot be reproduced. If the client has interfered with delivered components, hardware or software, the client shall only be entitled to claim for defects if the client proves that his interference was not the cause of the defect.

9. Liability and withdrawal

9.1. In cases of simple negligence, we are liable for the violation of essential contractual obligations for the damage typical for the contract and foreseeable at the time of conclusion of the contract. The liability is basically limited to the amount covered by our insurance. Our insurance coverage will be provided to the client upon request.

10. Limitation period

10.1. All claims of the customer – for whatever legal reasons – shall become statute-barred 12 months after the statutory start of the limitation period. For intentional or malicious conduct, as well as for claims under the Product Liability Act, the statutory periods shall apply

11. Retention of title

11.1. We reserve title to all goods delivered by us until receipt of all payments arising from the business relationship with the customer. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the object of sale. Our taking back of the object of sale does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. Seizure of the object of sale by us always constitutes a withdrawal from the contract. After taking back the object of sale, we shall be entitled to realise it; the proceeds of realisation shall be set off against the customer’s liabilities – less reasonable realisation costs.

11.2. The processing or transformation of the object of sale by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the object of sale to the other processed objects at the time of processing. For the rest, the same applies to the object created by processing as to the object of sale delivered under reservation.

12. Place of jurisdiction

12.1. The place of jurisdiction is Oldenburg in Lower Saxony.

13. Place of performance

13.1. The place of performance for all deliveries and services is Rastede.

14. Applicable law

14.1. The law of the Federal Republic of Germany applies exclusively.

15. Final provisions / severability clause

15.1. The contract remains binding in its remaining parts even if individual conditions are legally ineffective. This shall not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.

15.2. If a provision is invalid in whole or in part, the parties to the contract shall immediately endeavour to achieve the economic success intended by the invalid provision in another legally permissible manner.