General Terms and Conditions (GTC)

 

Contractual Basis, General Provisions

1. Our offers are subject to change. A contract is not concluded until we issue a written order confirmation. Verbal side agreements and subsequent contract amendments are valid only if we confirm them in writing. The same applies to warranted characteristics of the delivered goods.

2. In the case of sales based on samples, these are only approximate, as raw materials do not always have uniform characteristics. Specifications regarding roll lengths, thicknesses, weight per meter, and breaking strength are also to be understood as approximate, subject to customary and permissible deviations.

3. Over- or under-deliveries, which are taken into account in the invoice, may be made for accessories within the commercially acceptable range of 10%.

4. The seller reserves the rights of ownership and copyright in illustrations, drawings, calculations, and other documents, as well as in samples and specimens. They may only be made available to third parties with the seller’s express consent.

5. We reserve sole ownership and sole copyright to offers, cost estimates, drawings, and other documents. These documents may not be disclosed to third parties, even in part. a. Agreed-upon prices are not binding for repeat orders.

6. If we culpably delay binding delivery times by more than one month, or if we culpably exceed binding delivery times or deadlines, then the purchaser may, in accordance with Section 326 of the German Civil Code (BGB), set us a reasonable grace period of at least 2 weeks in writing, stating that, upon the fruitless expiration of this period, the purchaser will refuse to accept the purchased goods.

7. Our prices are quoted as the value of the goods, excluding discounts or other reductions, and are payable without deduction within 20 days of the invoice date. A discount deduction is permitted only if expressly agreed upon. We accept promissory notes issued by the customer and discountable bills of exchange for payment only if expressly agreed upon. If the payment deadline is exceeded, we are entitled, without the need to issue a separate notice of default, to charge default interest at a rate of 2% above the respective discount rate of our state central bank from the due date until the date of payment, as well as all costs incurred as a result of payment reminders. The applicable value-added tax will be charged additionally. Payment terms are based on calendar days, not business days. Holidays count as calendar days. The terms of payment are as stated in the order confirmation.

8. The type of packaging is at our discretion. The costs we incur for packaging will be billed separately and must be paid by the customer. Returns must be shipped freight prepaid to our address. Disposable reels, bags, and other packaging materials will not be accepted for return.

9. Unless otherwise agreed, our claims against the purchaser become due for payment no later than upon delivery of the goods. However, if, after the conclusion of the contract but prior to delivery, we become aware of specific circumstances regarding the purchaser’s financial situation that, based on reasonable commercial judgment, lead us to believe that our claims are no longer sufficiently secured, we may demand security or advance payment. If we become aware of such circumstances after delivery and before full payment has been made, we may declare our claim immediately due and payable, regardless of any prior payment agreements.

10. The purchaser may set off our claims only against undisputed or legally established counterclaims and may exercise a right of retention only insofar as it is based on the same contractual relationship; in the event of defects in our delivery, this is limited to the extent that the amount withheld may not significantly exceed the costs of remedying the defects.

11. Even in the case of carriage-paid delivery, the goods are always transported at the purchaser’s risk. Insurance is provided only at the purchaser’s express request. Unless otherwise expressly agreed, the purchaser shall also bear the freight costs. Delivery is to the curb.

12. The purchaser must store and insure our goods separately. The purchaser is entitled to resell or process the goods in the ordinary course of business.

a. Any defects in delivered goods must be reported immediately upon discovery. The purchaser’s obligations under § 377 of the German Commercial Code (HGB) remain unaffected. If defects are present, our warranty obligation is limited, at our discretion, to remedying the defects free of charge or providing a replacement delivery of defect-free goods free of charge.

b. If repair or replacement fails within a reasonable period, the purchaser has the right, at their discretion, to a price reduction or rescission of the contract. Claims for damages, with the exception of claims based on warranted characteristics, are excluded.

13. The same applies if the purchaser’s whereabouts are unknown or if the purchaser has moved his or her domicile or habitual residence abroad. In any case, German law applies exclusively, to the exclusion of foreign law.

Inspection for Defects and Warranty

14. Immediately upon receipt of the goods, but no later than before installation or processing, the buyer must inspect them and notify the seller in writing of any defects. The buyer’s obligation to inspect extends to the entire delivery. If the defect is not reported in a timely manner, the delivery shall be deemed to have been performed in accordance with the contract. The same applies to incorrect deliveries and quantity discrepancies not covered by Section 1.(4).

a. Defects, in particular minor differences in color and texture as well as insignificant deviations in the length, width, and thickness of the delivered material, do not entitle the buyer to file a complaint. In the event of duly reported, valid defects, the seller is entitled, at its discretion, either to provide a replacement free of charge or to repair the goods.

b. Proper storage and handling of the delivered goods are prerequisites for the buyer to retain their warranty claims. The seller must be given the opportunity to inspect the goods subject to complaint. If this does not occur, or if the customer—in particular upon request—fails to make the goods subject to complaint available immediately, all claims for defects shall lapse. Damage incurred during transport must be reported to the carrier. In this regard, the notification obligations set forth in the General German Freight Forwarding Conditions (ADSp) apply.

Retention of Title/Agreement on Jurisdiction

15. The delivered goods (goods subject to retention of title) remain our property until all claims have been satisfied. In the event of conduct by the buyer in breach of the contract, e.g., default in payment, we have the right to take back the goods subject to retention of title after first setting a reasonable deadline. If we take back the goods subject to retention of title, this constitutes a withdrawal from the contract. If we seize the goods subject to retention of title, this constitutes a withdrawal from the contract. We are entitled to sell the goods subject to retention of title after taking them back. After deducting a reasonable amount for the costs of sale, the proceeds from the sale shall be applied against the amounts owed to us by the buyer.

a. The buyer must treat the goods subject to retention of title with due care and insure them at his own expense against fire, water, and theft damage at replacement value. Any necessary maintenance and inspection work must be carried out by the buyer in a timely manner at his own expense,

b. The buyer is entitled to sell and/or use the goods subject to retention of title in the ordinary course of business as long as the buyer is not in default of payment. Pledging or transfer of ownership by way of security is prohibited. The buyer hereby assigns to us, by way of security, in full, all claims arising from the resale or any other legal basis (insurance, tort) with respect to the goods subject to retention of title (including all balance claims from a checking account); we hereby accept such assignment. We revocably authorize the buyer to collect the claims assigned to us in its own name and for its own account. This authorization to collect may be revoked at any time if the buyer fails to properly meet its payment obligations. The Buyer is also not authorized to assign this claim for the purpose of collecting it through factoring, unless the factor is simultaneously obligated to remit the consideration in the amount of the claims directly to us for as long as claims on our part against the Buyer remain outstanding.

c. Any processing or transformation of the goods subject to retention of title by the buyer shall in all cases be carried out on our behalf. If the goods subject to retention of title are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including value-added tax) to the value of the other processed items at the time of processing. The same provisions apply to the new item created through processing as to the goods subject to retention of title. In the event of the inseparable blending of the goods subject to retention of title with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the value of the other blended items at the time of blending. If, as a result of the mixing, the buyer’s item is to be regarded as the principal item, the buyer and we agree that the buyer shall transfer to us a proportional share of co-ownership in this item; we hereby accept such transfer. The Buyer shall hold in safekeeping for us any sole or co-ownership of an item that arises in this manner.

d. In the event of third-party claims against the goods subject to retention of title, in particular seizures, the buyer shall indicate our ownership and notify us immediately so that we may enforce our ownership rights. To the extent that the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for such costs.

e. We are obligated to release the security to which we are entitled to the extent that the realizable value of our security exceeds the claims to be secured by more than 10%; in doing so, we shall be responsible for selecting the security to be released.

f. The place of performance and venue for deliveries and payments (including actions relating to checks and bills of exchange), as well as all disputes arising between us and the buyer from the sales contracts concluded between us and the buyer, is our registered office. However, we are also entitled to sue the buyer at the buyer’s place of residence and/or business.