§ 1 Validity
(1) These sales conditions apply exclusively to businesspeople, legal persons under public law, or special funds under public law pursuant to § 310, sec. 1 BGB (German Civil Code). We shall only acknowledge an orderer’s conflicting conditions or those that deviate from our sales conditions subject to our express written agreement of their validity.
(2) These sales conditions are also valid for all future business with the orderer, insofar as this concerns related legal transactions.

§ 2 Offer and conclusion of contract
Insofar as an order is regarded as an offer pursuant to § 145 BGB (German Civil Code), we can accept this within two weeks.

§ 3 Presented documents
We reserve the property rights and copyrights of all documents presented to the orderer in connection with the placement of the order, e.g. calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant the orderer our express written consent to do so. If we do not accept the offer of the orderer within the term stated in § 2, these documents must be sent back to us without delay.

§ 4 Prices and payment
(1) Insofar as there is no written agreement to the contrary, our prices are ex works excluding packaging and the respective amount of sales tax. The packaging costs shall be billed separately.
(2) The payment of the purchase price must be made exclusively to the account stated overleaf. Cash/early payment discounts are only permissible subject to a special written agreement.
(3) Insofar as nothing is agreed to the contrary, the purchase price is payable within ten days of delivery. Penal interest on arrears shall be charged at a rate of eight percent above the respective annual base interest rate. We reserve the right to charge a higher rate for arrears.
(4) Insofar as no fixed price has been agreed, we reserve the right to make appropriate price changes due to changed wage, material, and distribution costs for deliveries that occur three months or later after the conclusion of contract.

§ 5 Offsetting and right of retention
The orderer is only entitled to offset costs if his or her counter-claims have been proven to be legally valid or are undisputed. The orderer is only authorized to exercise the right of retention insofar as his or her counter-claim is based on the same contractual relationship.

§ 6 Delivery time
(1) The beginning of the delivery time stated by us is dependent on the timely and proper fulfillment of the duties of the orderer. We reserve the right to establish a defense for the non-fulfillment of the contract.
(2) The delivery dates and terms stated by us are non-binding insofar as no written agreement has expressly been made to the contrary.
(3) We are entitled to perform part-deliveries and bill them to an extent that is deemed reasonable for the orderer.
(4) If the orderer falls into default in acceptance of the goods or culpably violates other cooperation duties, we are entitled to demand the compensation of any damages that arise as a result, including any additional expenses. We reserve the right to assert further claims. Insofar as the above conditions exist, the danger of accidental loss or accidental damage of a purchased item passes to the orderer at the time he or she falls into default in acceptance or payment.
(5) In addition to the delivery, the orderer can also demand compensation for damages caused by delays if they are due to our intent or gross negligence. In the event of ordinary negligence, liability is limited to foreseeable damages typical to this type of contract, but to a maximum of ten percent of the agreed delivery value for the part of the product subject to delayed delivery.
(4) Further statutory claims and rights of the orderer due to a delivery delay remain unaffected by this.

§ 7 Passage of risk on shipping the delivery
If the product is sent to the orderer at his or her request, the risk of accidental loss or accidental damage of the product passes to the orderer at the time of shipping to the orderer, but by no later than the time the delivery leaves the plant/warehouse. This applies irrespective of whether the product is shipped from the place of performance or who bears the shipping costs.

§ 8 Retention of title to ownership
(1) We shall retain the title of the delivered item until all debts stated in the delivery contract are fully paid. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the orderer violates the contract.
(2) Until the title has passed to him or her, the orderer is obliged to treat the purchased item with care. In particular, he or she is obliged to sufficiently insure it at the reinstatement value at his or her own expense against theft, fire, or water damage (note: only permissible for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the orderer must punctually execute this at his or her own expense. Until the title has passed to him or her, the orderer must notify us in writing without delay if the delivered item is seized or has been subjected to interference by third parties. Insofar as the third party is incapable of reimbursing the out-of-court and court costs for a lawsuit pursuant to § 771 ZPO (Code of Civil Procedure), the orderer shall accept liability for the loss we have suffered.
(3) The orderer is entitled to resell the conditional commodity in normal business transactions. The orderer shall immediately assign to us the claims of the buyer arising from the resale of the conditional commodity at the final billing amount (including sales tax) agreed with us. This assignment is valid irrespective of whether the purchased item has been resold without or after processing. The orderer remains authorized to collect the debt even after the assignment. Our power to collect the debt ourselves remains unaffected by this. We shall not however collect the debt for as long as the orderer fulfills his or her payment obligations arising from the collected profits, is not in default in payment, and, in particular, has not presented a petition to initiate insolvency proceedings or ceased payments.

§ 9 Warranty/Notice of defects/Recourse
(1) Warranty rights of the orderer are based on the premise that he or she has properly fulfilled his or her duties relating to inspection and notice of defects pursuant to § 377 HGB (German Commercial Code).
(2) Claims for defects expire 12 months after the delivery of the product to our orderer.
The above provisions do not apply if there is malicious silence with regard to a defect or insofar as the law prescribes longer terms pursuant to § 479, sec. 1 BGB (German Civil Code – Right of Recourse). Our consent must be granted prior to returning the product.
(3) If, in spite of all due care, the delivered product has a defect that was already in existence at the time of the passage of risk, we shall choose to either remedy the defect or provide a replacement subject to punctual notice of defects. We must always be given the opportunity to remedy a defect within an appropriate timeframe. Rights of recourse remain wholly unaffected by the above provisions.
(4) If we fail to remedy a defect, the orderer – irrespective of any claims for damages – may withdraw from the contract or demand compensation.
(5) Claims for defects are excluded if there is only an insignificant deviation in the agreed condition or only an insignificant impairment of the usability.
(6) Claims of the orderer due to the expenses incurred for the purpose of remedying the defect, in particular transport, travel, working, and material costs, are excluded if the expenses are increased because the product delivered by us is subsequently taken to a place other than the premises of the orderer, unless taking it there is in keeping with its intended use.
(7) The orderer may only assert rights of recourse against us insofar as the orderer has not made any agreements with his buyer beyond the legally obligatory claims for defects. In respect of the scope of the assertion of the orderer’s rights of recourse against the supplier, Section 6 applies accordingly.

§ 10 Liability
We accept liability for intent and gross negligence, as well as for the violation of a duty that forms an integral part of the contract (cardinal duty). In the event of the violation of a cardinal duty due to ordinary negligence, the liability is limited to damages that were foreseeable upon conclusion of the contract and that are typical to this type of contract. In the event or violation of secondary duties due to ordinary negligence, which do not constitute cardinal duties, we accept no liability.

§ 11 Miscellaneous
(1) This contract and the entire legal relations between the parties to the contract are subject to the law of the Federal Republic of Germany, with exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and the exclusive place of jurisdiction for all disputes arising from this contact is our business headquarters, insofar as nothing else is stated in the order confirmation.
(3) All agreements that are made between the parties for the purpose of performance of this contract are set down in writing in this contract. Only our General Terms and Conditions apply for this contract. Other conditions do not constitute part of this contract, even if we do not expressly contradict them.
(4) Should individual provisions of this contract be or become void or contain an omission, the validity of the remaining provisions herein shall in no way be affected. In such case the parties to the contract undertake to replace the void provision by a legal provision that comes as close as possible to the economic purpose of the void provision or remedies this omission.