§ 1 Scope of Application
These standard terms and conditions apply exclusively between merchants.
All deliveries and services of the seller shall be governed exclusively by the following terms and conditions. The seller does not recognize any general terms and conditions of the buyer unless the seller has expressly agreed to their validity in writing. This shall also apply if the seller performs the services without reservation despite being aware of conflicting or deviating terms and conditions of the buyer.

 

§ 2 Place of Performance, Delivery and Acceptance
The place of performance for all obligations arising from the delivery contract is the place of business of the seller.
Goods shall be delivered from a domestic warehouse. Shipping costs shall be borne by the buyer. The buyer may designate the carrier. Goods shall be shipped uninsured. A shipping notification may be agreed upon. Separate contractual or project conditions may apply.
Packaging costs for special packaging shall be borne by the buyer.
Sorted and commercially reasonable partial shipments in case of combined orders must be made promptly and are permitted.
If, due to the fault of the buyer, acceptance is not made in time, the seller shall, after granting a grace period of 14 calendar days, be entitled at its discretion either to invoice the goods immediately (backorder invoice), withdraw from the contract, or claim damages.

 

§ 3 Place of Jurisdiction
The place of jurisdiction for all disputes arising from the business relationship between the seller and the client shall, at the seller’s discretion, be Philippsburg or the registered office of the client. However, for claims against the seller, Philippsburg shall be the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive jurisdiction shall remain unaffected.

 

§ 4 Content of the Contract

1. Goods shall be delivered on specified dates (working day or a specific calendar week). All sales are concluded for specific quantities, items, qualities, and fixed prices. Both parties are bound by these terms. Commission transactions shall not be carried out.

2. Blanket orders are permitted and must be limited in time at the time of contract conclusion. The acceptance period may not exceed 12 months.

 

§ 5 Interruption of Delivery
In cases of force majeure, labor disputes not attributable to either party, and other operational disruptions beyond control lasting more than one week or expected to last longer, the delivery or acceptance period shall be extended by the duration of the hindrance, but for a maximum of three months. Such extension shall only apply if the other party is informed immediately of the reason for the hindrance once it becomes foreseeable that the deadline cannot be met.
If delivery or acceptance does not occur within the extended period, the other party may withdraw from the contract after granting a grace period of 14 calendar days.
Claims for damages are excluded in such cases if the respective party has fulfilled its obligations as stated above.

 

§ 6 Grace Period for Subsequent Delivery
After expiration of the delivery period, a grace period of 14 calendar days shall commence without further notice. After this period, the buyer may withdraw from the contract by written declaration.
If the buyer intends to claim damages instead of performance, the buyer must grant the seller a further written period of four weeks after expiry of the agreed delivery period. Statutory provisions regarding the dispensability of setting a deadline (§ 281 para. 2, § 323 para. 2 BGB) remain unaffected.
Before expiry of the grace period, claims by the buyer for delayed delivery are excluded unless § 8 clauses 2 and 3 apply.

 

§ 7 Notice of Defects
Complaints regarding obvious defects must be sent to the seller no later than 14 calendar days after receipt of the goods. Hidden defects must be reported immediately after discovery.
After cutting or beginning processing of the delivered goods, any complaint regarding obvious defects is excluded.
Minor deviations in quality, color, width, weight, finish, or design that are technically unavoidable shall not constitute defects. This also applies to customary deviations unless the seller has expressly confirmed delivery in accordance with a sample.
In the event of justified complaints, the buyer shall, at the seller’s discretion, be entitled to repair or replacement with defect-free goods within 14 calendar days after return of the goods. In this case, the seller shall bear the freight costs. If subsequent performance fails, the buyer shall only be entitled to reduce the purchase price or withdraw from the contract unless § 8 clauses 2 and 3 apply.
If notice of defects is not given in due time, the goods shall be deemed accepted.

 

§ 8 Damages
Claims for damages by the buyer are excluded unless otherwise provided in these terms.
This exclusion shall not apply in cases of liability under the Product Liability Act, intent, gross negligence by owners, legal representatives or senior executives, fraudulent intent, breach of a guarantee, injury to life, body or health, or breach of essential contractual obligations. Essential contractual obligations are those whose fulfillment is fundamental to the contract and on which the buyer may rely. However, damages for breach of essential contractual obligations shall be limited to typical and foreseeable damages unless another case mentioned above applies.
The above provisions do not involve any change in the burden of proof to the detriment of the buyer.

 

§ 9 Payment

1. Prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services shall be invoiced separately. Prices are in EUR ex works or warehouse plus packaging, statutory VAT, customs duties for export deliveries, and other public charges.

2. If agreed prices are based on the seller’s list prices and delivery is to take place more than four months after conclusion of the contract, the list prices valid at the time of delivery shall apply (less any agreed discount).

3. Invoice amounts are payable within 14 days without deduction unless otherwise agreed in writing. The date of receipt by the seller shall be decisive. Payment by check is excluded unless agreed separately. In case of default, outstanding amounts shall bear interest at 5% p.a. from the due date; the right to claim higher interest and further damages remains unaffected.

4. Set-off or retention by the buyer is only permitted if the counterclaims are undisputed, legally established, or arise from the same contract.

5. The seller may require advance payment or security if circumstances arise after contract conclusion that significantly reduce the buyer’s creditworthiness and jeopardize payment.

 

§ 10 Set-off and Retention
Set-off and retention of due invoice amounts are only permitted with undisputed or legally established claims unless they concern damage claims closely related to the buyer’s right to defect-free performance.

 

§ 11 Retention of Title
The goods shall remain the property of the seller until full payment of all claims arising from the business relationship, including ancillary claims and damages.
If the reserved goods are processed, combined, or mixed, this shall be done for the seller without imposing obligations on the seller. The buyer shall not acquire ownership of the new item; instead, the seller shall acquire co-ownership proportionate to the invoice value.
Further detailed provisions apply regarding assignment of claims, factoring, collection authorization, insurance, and enforcement of rights.
If the value of securities exceeds the seller’s claims by more than 10%, the seller shall release securities at the buyer’s request.
Pledging or transfer by way of security is prohibited.
Repossession of goods does not automatically constitute withdrawal from the contract.
The buyer must insure the goods and assigns insurance claims to the seller.

 

§ 12 Applicable Law
The law of the Federal Republic of Germany shall apply.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, is excluded.

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