1. general

Our deliveries and services are provided exclusively on the basis of these terms and conditions and the statutory provisions, provided that these do not contradict our terms and conditions. The terms and conditions apply to all current and future services, even if they are not expressly agreed again.

Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into without this being attributed to a commercial or self-employed activity.
Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the course of a commercial or self-employed professional activity.
A customer/purchaser within the meaning of these terms and conditions of business is both a consumer and an entrepreneur.
Any differing, conflicting or additional agreements are only legally effective for us if they are expressly recognized by us in writing, even if we are aware of them. This also applies to the customer’s/purchaser’s terms and conditions of purchase or order. We hereby object to any terms and conditions of the customer/purchaser. They do not obligate us even if they are not expressly rejected again when the contract is concluded.
Verbal or telephone agreements or subsequent changes are only effective if we confirm them in writing. We expressly declare that none of our employees is authorized to conclude legal transactions orally. No fundamental waiver of compliance with the provisions of these terms and conditions that are affected by this can be inferred from any tacit waiver on our part of the requirement of written form in the case of deviating regulations or ancillary agreements in the past.

2. conclusion of contract

Our offers and quotations are always subject to change until the contract is concluded. The illustrations, drawings, brochures, advertising material, directories, etc. contained in our offers, as well as the data contained therein, are only approximately authoritative unless they are expressly designated as binding. We reserve the right to make changes to the design, shape and finish within reasonable limits.
The contract is concluded subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier.
By ordering the goods, the customer/purchaser makes a binding declaration of their intention to purchase the goods ordered.
We are entitled to accept the contractual offer contained in the order within a period of two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods.
If a consumer submits the offer electronically, we will confirm receipt of the offer without delay. If the consumer orders the goods electronically, we will store the text and send it to the customer along with the terms and conditions by email upon request.
If the contract was concluded exclusively by means of distance communication within the meaning of § 1 of the Distance Selling Act (e.g. letter, catalog, telephone calls, internet, fax, e-mail) or if the consumer has a right of withdrawal under § 355 BGB, the following applies:

Instructions for revocation

The consumer has the right to revoke his declaration of intent to conclude the contract within two weeks of the conclusion of the contract. The revocation does not have to include any reasons and is to be declared to us in text form or by returning the goods; it is sufficient to return them in good time.

3. prices

Our prices are net prices. The respective value added tax applicable at the time of invoicing shall be added. If a price is not expressly agreed in writing in the contract, the prices valid on the day of delivery plus VAT shall be charged. Prices are strictly net ex works – warehouse – excluding packaging, insurance, etc.
If, between the conclusion of the contract and the agreed delivery or execution date, the prices of our suppliers, freight rates, public levies, wages or other costs that directly or indirectly affect our delivery and/or service change, we shall be entitled to adjust our prices accordingly. If the purchase price increases by more than 5 percent as a result, the customer may withdraw from the contract by written declaration within two weeks of receipt of the notification of the price increase. The same applies if we are not responsible for the delay. The above also applies mutatis mutandis to a change in the statutory rate of VAT. The above provision shall only apply to a consumer if more than 4 months elapse between the conclusion of the contract and the agreed delivery date.

4. payment terms

Payment is due immediately upon receipt of the goods or sending of the invoice in cash or by bank transfer without cash discount. If payment is not made within 30 days of the invoice date, the customer/purchaser shall be in default without further reminder.
The customer/purchaser can only offset against our claims if the counterclaim is undisputed or a legally binding title exists; the customer/purchaser can only assert a right of retention if it is based on claims arising from the purchase contract.
In the event of agreed payment by installments, surrender of a bill of exchange or deferral, the entire payment owed is due if the customer/purchaser falls behind with even a partial amount.

5. delivery time

The delivery times are always to be considered approximate. The delivery times are not binding for us. We shall only be liable for adhering to deadlines and dates if we have explicitly assumed liability for this. In any case, the delivery times shall only commence once the buyer has provided the documents and orders to be procured by him on the agreed dates, has fulfilled all necessary formalities and has made the agreed down payments. We are entitled to make partial deliveries.

The delivery time is considered to have been met:

for delivery without installation, if the shipment has left our warehouse within the agreed delivery time. If delivery is delayed for reasons for which the buyer is responsible, the delivery time is considered to have been met if notification of readiness for shipment is provided within the agreed delivery time;

for deliveries involving installation, as soon as the system is installed within the agreed delivery period.

Withdrawal or compensation claims can only be asserted for any delayed deliveries in the event of intent or gross negligence. Force majeure or operational disruptions occurring at our company or at our suppliers that temporarily prevent us from making the delivery through no fault of our own extend the delivery period by the duration of the disruptions to performance caused by these circumstances. If such disruptions result in a delay in performance of more than four months, the customer/purchaser may withdraw from the contract. Other rights of withdrawal shall remain unaffected. If performance becomes unreasonable or impossible for us, we shall be entitled to withdraw from the contract in whole or in part, without the customer/purchaser being able to derive any claims for damages against us as a result.

6. shipping and transfer of risk

If the customer/purchaser is an entrepreneur, the risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the entrepreneur upon delivery, even if carriage-paid delivery has been agreed, and in the case of mail order purchases, upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.
If the customer/purchaser is a consumer, the risk as defined in a) shall not pass to the consumer until the contractual object is handed over, even in the case of mail order purchases.
The transport route and method shall be determined by us, unless otherwise agreed with the customer.
Any necessary or agreed acceptance must take place immediately after completion has been indicated. Acceptance may only be refused due to significant defects. If the customer is an entrepreneur, the following also applies: If no acceptance is requested, the service shall be deemed accepted upon the expiry of 12 working days after notification of completion. If the customer has started to use the service or part of the service, acceptance shall be deemed to have taken place upon the expiry of 6 working days after the start of use.

7 Retention of title

For contracts with consumers, we retain title to the goods delivered until full settlement of the claim due to us under the contract.
If the customer/purchaser is an entrepreneur, we reserve ownership of the delivered goods until all claims arising from the business relationship have been settled in full.
Subject to our revocation, the customer/purchaser may dispose of the delivered goods in the ordinary course of business. He may not pledge the goods or assign them by way of security. We must be notified immediately in the event of seizures or other legal interventions by third parties. The costs of any necessary intervention by us shall be borne by the customer/purchaser.
If the customer/purchaser is an entrepreneur, he shall assign to us in advance all claims arising from the resale, processing, installation or other utilization of the goods delivered by us to secure all claims arising from the business relationship. If the economic value of the assigned claims exceeds our claims by more than 20%, we shall be obliged, upon request, to return the security in excess of this amount.
If the customer/purchaser is more than 10% in arrears with a due payment for more than 8 days, we have the right to take back the goods delivered as consideration on the basis of the reserved property until the debt has been paid in full. In addition, we have the right to separate the object from services or fixtures. For this purpose, the customer/purchaser irrevocably grants us permission to enter his property and premises. If the delivered goods have become an essential part of an item belonging to the customer, the customer/purchaser is obliged to tolerate the separation and to transfer ownership of the item back. The costs of dismantling and other costs shall be borne by the customer/purchaser.
The treatment and processing of the delivered goods by the entrepreneur is always carried out in our name and on our behalf. If the goods are processed with items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the item delivered by us to the other processed items. The same applies to mixing.

8 Warranty

Entrepreneurs must also check the delivered goods or services immediately with regard to shortages and wrong deliveries and notify us in writing of obvious defects within a period of 14 calendar days after delivery or performance, in any case before processing or installation; otherwise the assertion of the warranty claim is excluded. Timely dispatch suffices to meet the deadline.

If the customer is an entrepreneur, we will, at our discretion, rectify the defect or make a subsequent delivery in the event of a defective delivery or service. In any case, we have the right to refuse rectification or subsequent delivery without prejudice to the rights of § 440 BGB. In principle, only our product description or that of the manufacturer/supplier is deemed to be the agreed quality for an entrepreneur. Public statements, recommendations or advertising by the manufacturer/supplier do not constitute a contractual quality. If the entrepreneur withdraws from the contract, he is not entitled to any additional claims for damages due to the defect. If the entrepreneur chooses compensation after a failed subsequent performance, the goods/services remain with the customer/purchaser, provided this is reasonable. The compensation is then limited to the difference between the purchase price and the value of the defective item. The rights with regard to fraudulent concealment of a defect remain unaffected. In the event of compensation, the liability is limited to €50,000.00 for financial losses and €20,000.00 for non-financial losses.

If the customer/purchaser is an entrepreneur, the rights with regard to defects in the goods delivered shall become time-barred two years after the transfer of risk; in the case of (work and) services, the warranty rights shall also become time-barred two years after acceptance. The short limitation period for (work) services does not apply if we can be accused of gross negligence or in the case of physical injury, damage to health or loss of life of the client for which we can be held responsible. The contractor’s liability under the Product Liability Act also remains unaffected. In the event of fraudulent concealment of defects or the assumption of guarantees for the quality, further claims remain unaffected.
If the customer/purchaser is a consumer, the claims for defects for new goods delivered shall become time-barred in 2 years and for used goods delivered in one year after the transfer of risk. For (work) services, the claims shall become time-barred within one year after acceptance. The short limitation period for (work) services does not apply if we can be accused of gross negligence or in the case of physical injury, damage to health or loss of life of the customer/purchaser for which we can be held responsible. Our liability under the Product Liability Act also remains unaffected. In the event of fraudulent concealment of defects or the assumption of guarantees for the quality, further claims remain unaffected.

In the event of compensation, liability is limited to €50,000.00 for financial losses and €20,000.00 for non-financial losses.

9 Limitation of liability

In the event of a slightly negligent breach of duty, our liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of work or delivery. This shall also apply to slightly negligent breaches of duty by our legal representatives or their agents.
We shall not be liable to entrepreneurs for slightly negligent breaches of insignificant contractual obligations.
The above limitations of liability do not affect claims of the customer/purchaser arising from product liability. Furthermore, the limitations of liability do not apply to physical injury and damage to health or loss of life of the customer/purchaser that can be attributed to us.

10. partial invalidity

Should individual provisions of these terms and conditions be wholly or partially invalid, the remaining provisions shall remain in full force. The parties already agree that the invalid provision shall be replaced by a valid provision that is reasonable for both parties and that comes as close as possible to the purpose intended by the invalid provision.

11 Place of Jurisdiction and Performance

The law of the Federal Republic of Germany shall apply. The provisions of the UN Sales Convention shall not apply.
Unless otherwise agreed, the place of performance for delivery and payment and the place of jurisdiction for all parties involved shall be Münster to the extent applicable to commercial transactions.
The same place of jurisdiction shall apply if the customer/purchaser has no general place of jurisdiction in Germany, moves their domicile or usual place of residence out of the country after conclusion of the contract, or if their domicile or usual place of residence is not known at the time of filing a lawsuit.

Münster, 01.01.2022