GTC

General Terms and Conditions (GTC)

We only supply companies. We do not supply consumers within the meaning of Section 13 BGB (German Civil Code).

1. General

1.1. Our General Terms and Conditions (GTC) shall apply exclusively, in particular with regard to our deliveries, services and offers. The general terms and conditions of the customer or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if the customer refers to a letter containing or referring to the general terms and conditions of the customer or third parties, this shall not mean that we have agreed to the validity of those terms and conditions. Any conditions of the customer that deviate from our GTC shall require our written consent.

1.2. These GTC shall also apply to all future business relations, even if they are not expressly agreed again.

1.3. Unless they contain any provisions in this respect (subsidiary to the law), these General Terms and Conditions shall also apply exclusively to orders placed by us (purchases, orders under contracts for goods and materials, work orders). General terms and conditions of the seller (work supplier, work manufacturer) that deviate from these General Terms and Conditions or from the law and are to our disadvantage shall not be recognised, especially with regard to deliveries, services and offers of the seller, unless we have expressly agreed to the validity of said general terms and conditions in writing. We hereby object to confirmations to the contrary by the seller (work supplier, work manufacturer) with reference to its terms and conditions of business or sale.

2. Offers

2.1. Our offers are always subject to change. An order for goods is considered a binding offer of contract. The contract is only deemed concluded when we confirm the order. We shall have fourteen days after receipt to accept orders or contracts.

2.2. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents, which may not be made accessible to third parties.

2.3. Cost estimates shall only be binding if this is expressly agreed in writing.

3. Prices – payment terms

3.1. Our prices shall apply to the scope of service and delivery specified in the order confirmations. Our prices are ex works plus packaging, the applicable VAT and, in the case of export deliveries, customs duties, fees and other public charges.

3.2. A special written agreement is required for discounts. No discount shall be granted for the submission of bills of exchange.

3.3. Unless otherwise stated in the order confirmation, the net purchase price (without deductions) shall be due for payment within 30 days of the invoice date. If the customer fails to pay by the due date, interest of at least 5% p.a. shall accrue on the outstanding amount from the due date, irrespective of default; if the customer is in default of payment, we shall instead be entitled to demand statutory interest on arrears (Section 288 BGB) if higher. If we are able to prove higher damages caused by the default, we shall be entitled to claim for these. However, the customer shall be entitled to prove to us that we have incurred no damage or significantly less damage as a result of the default in payment.

3.4. If payment by instalments has been agreed and the customer is in arrears with the payment of two instalments through its own fault, we shall be entitled to demand payment of the entire remaining debt, even if we have accepted cheques. Moreover, we are entitled to demand advance payments or securities.

3.5. In particular, we may demand advance payments of the invoice amounts if the concluded purchase contract states that the goods are to be manufactured on call.

4. Delivery deadlines and delivery dates

4.1. Delivery dates or delivery deadlines must be agreed in writing. These shall be deemed to have been complied with if the consignment is ready for dispatch by the time they expire. If, after we have already defaulted, the customer sets us a reasonable grace period with a refusal warning, it shall be entitled to withdraw from the contract after this grace period has expired without result. Insofar as we are responsible for non-compliance with bindingly agreed deadlines and dates or we are in default, the customer shall be entitled to default compensation in the amount of 0.5% for each full week of default, but in no case more than a total of 5% of the invoice value of the deliveries and services affected by the delay. Any further claims shall be excluded unless the delay is at least the result of gross negligence on our part.

4.2. We shall not be responsible (even in the case of bindingly agreed deadlines) for delays in delivery and performance due to force majeure and events that essentially complicate the delivery or make delivery impossible for the seller, not just temporarily. This includes in particular strikes, pandemics and epidemics, official orders, etc., even if they occur at our suppliers or their sub-suppliers. They entitle us to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. In the event that our supplier does not deliver to us or does not deliver to us properly, we shall assign to the customer all claims to which we are entitled against the supplier due to its failure to deliver on time. If the hindrance lasts longer than three months, the customer shall be entitled, after a reasonable grace period, to withdraw from the contract in respect of the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages as a result. However, we may only invoke the aforementioned circumstances if we notify the customer without delay. We shall not be responsible for the aforementioned circumstances even if they arise during an already existing delay.

4.3. Compliance with our delivery obligation requires the timely and proper fulfilment of the customer’s obligations. In particular, any delay in delivery or performance shall be excluded if down payments agreed with the customer and due before delivery have not been made.

4.4. If the customer delays acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage we incur, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon delay in acceptance.

4.5. We are entitled to make partial deliveries or render partial services at any time, unless the customer is not interested in partial delivery or partial service.

5. Shipping and transfer of risk

5.1. Unless otherwise agreed in the order confirmation, delivery shall be ex-works.

5.2. The risk shall pass to the customer at the latest when the goods are handed over. In the case of a contract of sale involving the carriage of goods to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. The above shall also apply to partial deliveries. If shipping is delayed at the request of the customer or as a result of circumstances for which we are not responsible, the risk shall pass to the customer on the day on which we send the notification of readiness to dispatch.

5.3. Storage costs shall be borne by the customer on transfer of risk. In the event of storage by the seller, the storage costs shall amount to 0.25% of the invoice amount of the goods to be stored per expired week. We reserve the right to claim and prove further or lower storage costs.

5.4. We shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at the express request and cost of the customer and with our consent.

6. Packaging

6.1. The pallets, crates, boxes, intermediate shelves and spools constitute rental packaging and remain our property. They shall be debited to the buyer’s packaging account. If they are returned within six months of the invoice date, the packaging account will be credited in full. If the loaned goods are not returned on time or are returned in a condition that prevents them from being reused, we shall be entitled to charge the buyer the cost of replacement at the respective daily rate and to demand immediate payment.

6.2. The destination for the loaned goods is Melsungen.

7. Retention of title

7.1. We reserve title to the goods until we have received all claims already existing at the time of conclusion of the contract, including all claims regarding follow-up orders and repeat orders.

7.2. We undertake to release the securities due to us at the request of the customer, insofar as the realisable value of our securities exceeds the secured claims by more than 10%; we shall be responsible for choosing the securities to be released.

7.3. The customer is entitled to resell the goods in the ordinary course of business; however, it hereby assigns to us all claims against its customers or third parties that accrue from the resale, regardless of whether the goods have been resold with or without an agreement. The customer is entitled to collect the claims assigned to us in its own name on our account. Our authority to collect the claim ourselves remains unaffected by this. However, as long as the customer meets its payment obligations, we undertake not to collect the claim.

7.4. If the goods are combined with other items not belonging to us in such a way that they become an integral part of a uniform item, we shall acquire co-ownership of the new item in the ratio of the value of the goods to the other combined items at the time the combination takes place. If the combination is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro-rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.

7.5. The supplier must be notified immediately if the reserved goods are seized or impounded by a third party.

7.6. If the customer breaches the contract, we shall be entitled to demand the provisional surrender of the goods owned by us at the customer’s expense, without the need to exercise the right of withdrawal or to set a grace period.

8. Warranty for defects

8.1. The warranty rights of the customer require that it duly complies with its obligations to inspect and give notice of defects pursuant to Sections 377 and 378 HGB (German Commercial Code).

8.2. Orders and our information about the product do not release the customer from carrying out an incoming goods inspection in accordance with Section 8.1. Such information does not constitute a binding warranty for any particular properties or for the suitability of a product for a specific purpose. A binding warranty from us for particular properties must be made expressly, separately and in writing.

8.3. If there is a defect in the goods for which we are accountable, we shall be entitled to choose between a replacement delivery or a credit note. If we are not willing or able to make a replacement delivery, especially if it is delayed beyond reasonable time limits for reasons for which we are responsible, or if the replacement delivery fails in any other way, the customer shall be entitled, at its discretion, to withdraw from the contract or to demand an appropriate reduction in the purchase price.

8.4. The warranty period is one year (cf. Section 309 No. 8b)ff) BGB [German Civil Code]) from the transfer of risk. This period is a limitation period and shall also apply to claims for compensation for consequential damages caused by a defect. It shall not apply to claims for damages by the customer arising from injury to life, limb or health or from wilful or grossly negligent breaches of duty by the seller.

8.5. If a delivery of used goods has been agreed with the customer separately, this shall be carried out to the exclusion of any warranty for material defects; this shall not affect liability for wilful misconduct or gross negligence, or for damage resulting from injury to life, limb or health pursuant to Section 11.

9. Liability

9.1. Claims for damages are excluded irrespective of the type of breach of duty, including tortious acts, except in the case of wilful misconduct or gross negligence.

9.2. In the event of a breach of material contractual obligations, we shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims may not be made for loss of earnings, saved expenses, for claims for damages from third parties or for other indirect consequential damages. Material contractual obligations are those which enable the proper performance of the contract in the first place, the observance of which the customer regularly relies on and should be able to rely on.

9.3. The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims under the Product Liability Act or to damage resulting from injury to life, limb or health.

9.4. Insofar as liability is excluded or limited, this shall also apply to our employees, workers, representatives and vicarious agents.

10. Final provisions

10.1. Subsidiary agreements and amendments require our written confirmation to be effective; this shall not affect the precedence of individually negotiated agreements pursuant to Section 305b BGB (German Civil Code).

10.2. The collection, storage and processing of the customer’s personal data shall be carried out exclusively in accordance with the General Data Protection Regulation (GDPR) and applicable data protection law, in particular on the basis of Art. 6(1)(b) and (f) GDPR for the performance of the contract and to safeguard our legitimate interests. Further details on the nature, scope, purpose and legal basis of the data processing, as well as on the customer’s rights as a data subject, are set out in our separately available privacy policy.

10.3. The place of performance for all obligations arising from this contractual relationship, including delivery and payment, shall be our registered office (Melsungen).

10.4. If the customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for any direct or indirect disputes arising from the business relationship between the customer and us shall be our place of business (Melsungen). However, we shall be entitled to sue the customer at its place of residence or business.

10.5. The law of the Federal Republic of Germany shall apply to all claims arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods shall be excluded.

10.6. Should one or more provisions of these General Terms and Conditions (GTC) be invalid, this shall not affect the validity of the remaining provisions.

 

 

Last revised: July 2026