1. Validity of the GTCs
Our general terms and conditions apply to all contracts concluded by us, even if our buyer or other contractual partner (referred to as the Customer) has contradicted them or referred to other conditions. We are only bound to differing terms and conditions of the Customer if we have expressly agreed to them in writing. The Customer accepts our terms and conditions no later than with the acceptance of our first delivery, even if it has referred to its GTCs upon conclusion of the contract and we have not contradicted this.
All our offers are non-binding. A contract is only concluded with our written order confirmation. Collateral agreements as well as any changes and additions to the contract are only effective if we have confirmed them in writing.
3. Payment conditions
Payments by the Customer must be made to us in net cash against documents or immediately upon receipt of the invoice in cash or by free transfers. Handing over bills of exchange, which requires our prior approval, and cheques is only valid as payment upon encashment of the paper.
4. Delivery terms and delivery weights
Agreed delivery terms and delivery weights are only approximate if we have not expressly confirmed them as firmly agreed. We can exceed delivery terms up to 2 weeks and deviate up or down from the delivery weight by up to 5%.
5. Call-off orders
If the Customer does not call off the order for the goods at short notice within the agreed deadline or, if no deadline has been agreed, within 6 months after conclusion of the contract, we can set an additional grace period for the Customer to call-off the order and, following the unsuccessful expiry and at our discretion, either dispatch the goods without being asked and charge the Customer or withdraw from the contract or demand compensation for non-performance.
Unless we have expressly confirmed otherwise in writing, we will dispatch the goods at the expense and risk of the Customer. The risk is transferred to the Customer, even with freight-paid delivery, when the goods are handed over to the transport person or at the start of transport by ourselves or in the event of a pickup when handing over to the Customer’s employees. If we follow a dispatch instruction issued to us by the Customer, we will act without personal obligation only at the expense and risk of the Customer.
7. Delivery and acceptance
Any subsequent complaints due to the external quality (packaging, leakage, etc.) are excluded after unreserved acceptance of the goods by the transport person (forwarder, train or other transport company) or the Customer’s employees. The weight determined and calculated by us is decisive unless the Customer requests a weight check at his expense. Deviations in weight can only be protested immediately after receipt of the goods and only if they have been immediately accurately determined – with an official statement of facts, where possible.
8. Sale by sample
In the case of a sale by sample, unless expressly agreed otherwise, the characteristics of the sample are not considered guaranteed; the sample is considered as a demonstration piece to assess the general character or type of the product.
9. Delivery time and delay
All our transactions are subject to the condition of correct, complete and timely delivery; this also applies to the supply of raw materials and auxiliary materials required for the production of the goods.
If we fall behind with a due and notified delivery obligation, our Customer shall be entitled, following the unsuccessful expiry of a legally reasonable grace period, to either withdraw from the contract or request compensation for damage caused by the delay amounting to no more than 10% of the price of the goods with which we are in arrears. Any further claims of the Customer due to exceeded delivery deadlines or other delivery delays are excluded unless it involves gross negligence.
Excluding all other performance, warranty and damage claims, we are liable for defects in our delivery or service as follows:
a) The Customer must immediately check whether the delivered goods are faultless and suitable for the intended use, if necessary by test processing. We shall not be liable if it fails to carry out the test.
b) Obvious defects must be reported immediately upon receipt of the goods; hidden defects immediately after their discovery. We shall not be liable for goods that have been further processed or resold without our consent with either an obvious defect or after discovery of a hidden defect.
c) For defects that are duly and timely reported, we shall, as we see fit, provide warranty either by reducing the agreed price or, depending on whether it is a delivery of goods or work performance, by delivering faultless replacement goods or by subsequent improvement. We only provide warranty for the replacement goods or subsequent improvement to the same extent as for the original delivery or service.
d) If a replacement delivery or subsequent improvement granted by us due to a defect in the delivery or service is impossible or not fulfilled on time or improperly, the Customer is entitled to rescind or reduce the contract after setting a reasonable grace period.
e) We provide warranty for the absence of a warranted property in accordance with the regulation above. If the warranted property cannot be fulfilled by this warranty, we shall be liable to compensate for any damage directly to the goods unless the written assurance expressly aims to achieve success beyond this; only in the latter case shall we be liable to compensate for any damage caused directly and foreseeable as a result of the failure to achieve success. In any case, our liability is limited to the value of the purchase price for the part of the delivery to which the warranted property refers.
(f) If the defect or lack of a warranted property in the delivery or performance of a subcontractor is justified, our liability is limited to the assignment of claims against us or the subcontractors. We will assign our claims to the Customer on first request. If the Customer's use of the subcontractors fails, the customer may use us in a subsidiary manner in accordance with the provisions of clause 10 (a) to (e) above.
11. Other liability
Any other liability on our part beyond the aforementioned clauses 9 and 10, for whatever legal reason, in particular warranty, delay, impossibility, affirmative breach of contract, being at fault upon conclusion of the contract and tort is excluded, unless it involves gross negligence.
12. Reservation of title
Title of all goods delivered by us shall not pass to the Customer until all claims against the Customer that we are entitled to and will still be entitled to in the future, for whatever legal reasons, have been paid; if accepting bills of exchange and cheques then until their encashment.
13. Place of performance
The place of performance for all mutual obligations is Heidelberg.
14. Place of jurisdiction
The exclusive place of jurisdiction for disputes regarding the conclusion of the contract and all resulting mutual claims in transactions with customers who do not have a general place of jurisdiction in the Federal Republic of Germany is Heidelberg; however, we are entitled, at our discretion, to take legal action at the customer's location as well. In the case of business transactions with registered traders, the aforementioned disputes shall be decided upon at our discretion, either by the ordinary court in accordance with the above jurisdiction regulation or by the “Hamburgische freundschaftliche Arbitrage” (Hamburg friendly arbitration).
15. Application of law
German law applies in all cases – even in foreign transactions. The law concerning the international purchase of movable items and the law concerning the conclusion of international sales contracts (EKG/EKAG), both from 17 July 1973, do not apply.
16. Partial invalidity of the GTCs
If a provision in these GTCs is invalid, the validity of the remaining provisions shall not be affected by this. Instead of the invalid provisions, the parties shall agree on a provision that come as close as possible to the economic purpose of the invalid provision within the limits of what is legally permissible.