A. General Regulations
1. Offers and orders
a) The quoted prices are net prices and do not include value added tax, which must be added in accordance with the applicable legal regulations.
b) The quoted prices are based on the values provided in the inquiry or the information supplied by the buyer. Should these prove to be incorrect upon placement of the order or due to subsequently submitted samples, the seller reserves the right to adjust the price based on the new data.
c) The concluded contract is generally subject to these terms and conditions, unless the seller has confirmed deviating agreements in writing. These terms and conditions also apply if no written offer or order confirmation underlies a current transaction. This also applies if the buyer is aware of the seller's terms and conditions from a previous legal transaction.
d) The seller's current price lists apply in principle, even if the buyer has not requested them before ordering and therefore has no knowledge of their content.
e) Oral or telephone agreements are only binding if they are confirmed in writing by the seller.
f) In the case of foreign transactions, the seller is entitled to charge back orders that have not yet been processed if the foreign currency has depreciated in the meantime, to the extent that the value of the goods on a euro basis after the depreciation corresponds to that at the time of order confirmation (before the depreciation).
g) Declarations made via email are mutually recognized as legally binding without the need for an electronic signature pursuant to Section 126a of the German Civil Code (BGB). However, this does not apply to contract terminations and significant order changes. Changes are considered significant, in particular, if the order volume changes by at least 30% or if ordered goods are to be replaced by others. In these cases, written confirmation from the buyer is required for legal validity.
h) The assumption of guarantees requires an express written agreement defining the nature and scope of the guarantee.
2. Delivery conditions
a) Deliveries are made at the buyer's expense and risk.
b) For goods with a net value of 500 euros or more, delivery is ex works.
c) Delivery is free of charge for net order values of 1500 euros or more (DSD fees are not included).
d) Free home delivery is only made when a truck is available and exclusively to one buyer's address.
e) For orders below the agreed free freight threshold, in the absence of any agreements, the choice of shipping method and route remains at the seller's discretion, without liability for the fastest routes and cheapest freight.
f) If delivery is agreed to be free of charge, but the shipment has not been cleared by the seller, the buyer must pay the freight and will receive a freight reimbursement as compensation.
g) If the buyer wishes to collect the goods, this requires the prior consent of the seller. If the seller agrees to collection, 60% of the standard rate per 10 t, or a maximum of €1.95 per 100 kg, will be reimbursed if free delivery has been agreed. The agreed collection date must be adhered to; otherwise, delivery will be made in accordance with paragraphs a) to e).
(h) If goods are held in the seller's warehouse for the exclusive use of the buyer or sold for production without shipping instructions (call-off orders), the buyer must take delivery within the agreed maximum timeframes. After these timeframes have expired, immediate delivery may take place without the seller providing any notification.
i) For deliveries of goods on pallets, the buyer must return a corresponding number of pallets in exchange. If this is not possible, the seller will collect them at a later date. If pallets are not returned, they will be invoiced according to our terms and conditions valid at the time of delivery.
j) Upon signature of the delivery note by the buyer or an agent, the shipment shall be deemed to have been accepted as complete and correct, even if acceptance was only conditional.
k) If the buyer defaults on acceptance, the buyer shall reimburse the seller for any expenses incurred. In this case, the seller is entitled, at its discretion, either to dispose of the goods elsewhere after setting a reasonable deadline for acceptance without success, or to deliver them to the buyer again within a reasonable timeframe. Upon the occurrence of default in acceptance or payment, the risk of accidental deterioration and accidental loss passes to the buyer.
3. Delivery time
a) Delivery dates stated by the seller are generally non-binding.
b) If fixed delivery dates are expressly agreed upon, the delivery period begins on the day the order confirmation or order acceptance is sent. If the buyer subsequently requests changes that affect the production time, the delivery period begins upon confirmation of the change by the seller.
c) If the seller is in default of delivery due to his fault, the buyer's rights are limited to withdrawal from the contract, but only if the agreed delivery period is exceeded by more than 1/3, but at least by 5 working days.
d) If the goods are not manufactured by the seller himself, he is not in default until he has received delivery. Furthermore, he may withdraw from the obligation to perform the contract if the goods are unavailable, provided he informs the buyer of the unavailability without undue delay and promptly refunds any payment already made by the buyer.
4. Defects in the delivery
a) The buyer's obligations to inspect and give notice of defects are governed by §377 HGB.
b) After the buyer has used or processed the delivered goods, any liability of the seller is excluded.
c) For defective goods, the buyer may, to the exclusion of all other claims, only demand a reduction in the purchase price or delivery of defect-free goods upon return of the delivered goods. The seller may, in accordance with statutory provisions, invoke the right to refuse subsequent performance. When demanding subsequent performance, the buyer must grant the seller a reasonable period of time. Prior to this, the seller must be given the opportunity to inspect the reported defects on site.
d) Insofar as goods are not manufactured by the seller himself, the seller is only liable within the scope of the rights to which he is entitled against the upstream supplier.
5. Impossibility of delivery
The seller may demand a reasonable extension of the delivery period or withdraw from the contract in whole or in part if, for reasons beyond their control (e.g., raw material shortages, strikes, machine breakdowns, natural disasters, fire, or the supplier's inability to deliver), they are unable to meet the delivery deadline or deliver at a reasonably later date. The seller must inform the buyer of such circumstances without undue delay and refund any payments already made.
6. Payment terms
a) Unless otherwise agreed, the seller's invoices are payable net within 14 days of the invoice date.
b) If the buyer proves that an invoice was not received within 3 days of its creation, the deadlines shall be extended accordingly.
c) If a discount agreement exists with the buyer, a discount deduction is only justified if, at the time of expiry of the discount period, there are no other outstanding invoices for which the payment period of 14 days has already been exceeded.
d) In the event of late payment, the seller is entitled to charge default interest at a rate of 5% above the base interest rate.
e) Any discounts, bonuses, and freight allowances granted will be forfeited in the event of judicial or extrajudicial settlement proceedings, insolvency, default of payment (§ 286 BGB), or legal enforcement proceedings. The same legal consequences apply on the 15th day after the invoice due date.
f) Payment methods other than cash, bank transfer, or checks are accepted only by express agreement. The buyer bears the costs of collecting bills of exchange and any discount charges. These must be paid in cash in advance. Promissory notes are generally not accepted. Payment is only considered complete when the seller has access to the funds. In the case of check payments, payment is only considered complete when the check is credited after prompt deposit.
(g) If multiple claims exist, the seller is entitled to apply payments from the buyer to its claims in order of their due date. The debtor's right to designate the payment allocation pursuant to Section 366/1 of the German Civil Code (BGB) is excluded in this respect.
7. Retention of title
a) The delivered goods (= goods subject to reservation of title) remain the property of the seller until full payment has been received.
b) The buyer is entitled to resell and/or use the goods in the ordinary course of business, provided that the buyer is not in default of payment. In this case, the claim arising from the resale replaces the retention of title. In the event of processing (§ 950 German Civil Code), the new product replaces the delivered goods. In the case of combination (§ 947 German Civil Code) and commingling (§ 948 German Civil Code), the seller retains co-ownership in the amount corresponding to the ratio of the value that the goods had at the time of combination (extended retention of title).
c) The retention of title and any substitutes that have replaced it shall only expire when all of the seller's claims arising from the business relationship have been settled (current account retention of title).
d) If the value of the collateral exceeds the seller's total claim by more than 20%, the seller is obliged to release the excess collateral upon the buyer's request.
e) As long as the retention of title remains in effect, the buyer is not authorized to pledge or assign the goods as security. If the buyer acts contrary to this and third parties thereby acquire rights in good faith to the seller's reserved title, the buyer is liable to the seller for damages.
f) In the case of payment by check or bill of exchange, ownership only passes to the buyer upon credit to the seller's account.
8. Securing the seller
a) If the buyer becomes aware of liquidity problems or defaults on a payment, the seller has the right to demand immediate payment of all outstanding invoices, including those not yet due, and to demand cash payment before delivery of the goods for all outstanding deliveries.
b) Until all outstanding invoices, including default interest, have been paid in full, the seller is not obligated to make any further deliveries under any existing contract. Any resulting delays in delivery do not entitle the buyer to cancel the order or claim damages.
c) The buyer's right of set-off is limited to undisputed and legally established counterclaims. Furthermore, the buyer is not entitled to withhold or reduce payment of outstanding invoices from other deliveries until the matter is finally resolved if there are complaints regarding delivered goods.
9. Place of performance, jurisdiction and applicable law
a) The place of performance and jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between the contracting parties from the contracts concluded between the parties is the seller's registered office (currently Neubeuern).
b) The law of the Federal Republic of Germany shall apply exclusively.
c) The applicability of the UN Convention on Contracts for the International Sale of Goods and any uniform laws on the international sale of movable property is excluded.
10. Other claims for damages
a) In the event of a breach of ancillary contractual obligations, the seller's liability is limited to intent and gross negligence.
b) Furthermore, the seller is only liable for compensation of typically foreseeable damage and not for lost profits, consequential damages and production losses.
c) These limitations of liability also apply to tortious liability and in favor of the seller's vicarious agents and assistants.
d) Claims for damages, whether based on a defect in the goods or not, and for which a limitation of the limitation periods is permissible, shall become time-barred within one year from the end of the calendar year in which the claim arose and the injured party became aware of the circumstances giving rise to the claim or could have become aware of them without gross negligence.