(status: March 2022 )

1 General
1.1 The following terms of delivery apply to all deliveries and services.
services. They shall also apply to all future business relations, even if
even if they are not expressly agreed again. Deviations from
our terms of delivery, including deviating terms and conditions
of the buyer, are only effective if we expressly confirm them in text form.
1.2 Our goods are industrially manufactured. We endeavor to increase the quality of our products by constantly improving our production methods and quality control. Nevertheless, slight deviations in the dimensions and designs or colors and surfaces cannot always be avoided and are expressly reserved. Deviations from the information in brochures and advertising material are also possible due to technical production
changes or improvements.
1.3 Should individual provisions in these Terms and Conditions of Delivery or in other agreements between the Buyer and us be invalid, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties are obliged to agree on an effective provision that corresponds to the economic sense and purpose of the invalid clause.

2 Offers and deliveries
2.1 All orders shall only be deemed accepted once they have been confirmed by us in text form. This also applies to conditions agreed between representatives and the respective customers. The order confirmation alone determines the content of the contract. Upon acceptance of the order, the creditworthiness of the buyer is assumed. The fulfillment of the purchase contract can be made dependent on an advance payment or the provision of security if we have doubts about the creditworthiness of the customer based on information subsequently received.
2.2 Partial deliveries are permissible to the extent reasonable for the buyer.

3 Delivery time, delay
3.1 The date stated in our order confirmation shall be decisive. Compliance with the delivery period requires the timely receipt of all documents to be supplied by the customer as well as compliance with the agreed terms of payment and other obligations. If these conditions are not fulfilled in good time, the delivery period shall be extended by the duration of the delay.
3.2 Unless expressly agreed otherwise, the stated delivery times are not fixed dates but are to be regarded as approximate. The delivery time shall be deemed to have been met if the ready-to-use consignment has been dispatched or collected within the agreed delivery period. If delivery is delayed for reasons for which the buyer is responsible, the deadline shall be deemed to have been met if notification of readiness for dispatch is given in good time.
3.3 Events of force majeure, obstructed transportation, delayed or insufficient provision of wagons, shortage of fuel or shipping space, import and export bans, strikes and lockouts, delayed delivery by our suppliers for which we are not responsible and inability to deliver through no fault of our own shall extend the delivery period by the duration of the obstruction.
3.4 Default shall only occur if we have still not delivered in accordance with the contract after expiry of a grace period of at least four weeks to be set by the Buyer, which shall be extended appropriately by the aforementioned obstacles to delivery, if applicable. If we are responsible for the delay, the buyer may withdraw from the contract. The provisions in clause 7 shall apply to claims for damages.

4 Prices and terms of payment
4.1 The prices contained in our current price list plus statutory VAT shall apply. Prices are free domicile and packaging is charged separately at cost price.
4.2 Invoices are payable within 7 days. The deduction of a discount is only permitted if it has been expressly agreed.
4.3 Invoices may be sent by post or e-mail at our discretion. By ordering or using our services, the customer agrees to receive invoices electronically. Electronic invoices shall be sent to the customer by e-mail in PDF format to the e-mail address provided by the customer for the purpose of receipt. The customer undertakes to create the technical conditions to enable him to retrieve the invoice as agreed. The customer shall notify us immediately of any change to the e-mail address specified for electronic invoicing. In the event of an incorrect or culpably omitted notification of the change of the designated e-mail address, the customer shall reimburse the damage caused by the address determination. The electronic invoice shall be deemed to have been received upon receipt of the e-mail to which the electronic invoice is attached. The customer may revoke consent to electronic invoicing in writing at any time.
4.4 If the customer does not meet his payment obligations, in particular if he does not honor checks and bills of exchange or suspends his payments or if we become aware of circumstances which, according to commercial judgment, are likely to jeopardize the creditworthiness of the buyer, we shall be entitled to demand immediate payment of the debt or remaining debt.
We are entitled to demand immediate payment of the debt or residual debt. In addition we shall then be entitled to demand advance payments.
4.5 If the Buyer is in default of payment, we shall be entitled to make further deliveries dependent on immediate cash payment. We shall charge a fee of € 5 for each reminder and each return debit note. The buyer is at liberty to prove that no damage or no damage in this amount has been incurred. We reserve the right to claim higher damages caused by default.
4.6 The buyer may only offset our payment claims against undisputed or legally established claims.

5 Shipment and transfer of risk
5.1 If shipment of the goods by us has been agreed, this shall be ex warehouse at the Buyer's expense. In the absence of special instructions from the Buyer, we shall determine the means and routes of transportation at our best discretion.
5.2 The risk shall pass to the Buyer when the shipment ready for transportation has been dispatched or collected. This shall also apply if carriage paid delivery has been agreed. If the shipment or delivery is delayed at the request of the buyer, the risk shall pass to the buyer on the day of readiness for shipment.
5.3 We shall only procure transport or storage insurance at the special request and expense of the Buyer.

6 Notification of defects, warranty
6.1 The Buyer must inspect the goods for completeness, defects and transport damage immediately upon delivery, at the latest within 5 days, in accordance with Section 377 (1) of the German Commercial Code (HGB). Recognizable defects must be reported in text form within the aforementioned period, whereby the timeliness of the notification depends on the date of receipt by us. Hidden defects must also be reported in text form immediately after their discovery.
6.2 In the event of justified complaints by the Buyer, we shall, at our discretion, remedy the defect or deliver a replacement against return of the rejected goods. Should the rectification of defects fail twice, the buyer may declare his withdrawal from the purchase contract or demand a reduction in the purchase price.
Claims for damages shall only exist in accordance with the provisions in Clause 7.
6.3 Warranty claims against us are only available to the buyer and are not assignable.
6.4 The limitation period for warranty claims is 1 year and begins with the delivery of the goods.

7 Liability
7.1 The Seller's liability for damages - also with regard to any vicarious agents - is limited to cases of gross negligence and intent.
7.2 The above limitation of liability shall not apply to damages resulting from injury to life, body or health which are based on a negligent or intentional breach of duty by the seller or one of his vicarious agents.


8 Retention of title
8.1 The goods delivered by us shall remain our unrestricted property (goods subject to retention of title) until full payment of the purchase price and settlement of all other claims to which we are entitled against the Buyer now or in the future for any legal reason. The Buyer must handle and store the items in our ownership properly. If he violates this duty of care, he shall be liable for any resulting damage.
8.2 Processing and transformation of the reserved goods shall always be carried out on our behalf. If the goods are mixed, combined or processed, we shall become co-owners of the uniform item in proportion to its value. Furthermore, the buyer hereby assigns to us his (co-)ownership and possession rights to the new entity.
8.3 As long as the buyer is not in arrears with his payment obligations to us, he is entitled to process and sell the reserved goods in the ordinary course of business. In the event of resale, the purchase price claim is hereby assigned to us in advance. The proceeds received are to be transferred to us immediately by the buyer until all claims to which we are entitled against him have been settled.
8.4 The Buyer may neither pledge the reserved goods nor assign them as security. In the event of intervention by his creditors, in particular in the event of seizure, he must notify us immediately and at the same time initiate measures to avert such intervention without being requested to do so. The costs of such measures as well as the costs of intervention proceedings initiated by us shall be borne by the Buyer.
8.5 If the Buyer acts in breach of contract or if his financial circumstances deteriorate significantly, we shall be entitled to take possession of the goods subject to retention of title and to realize them and to demand the assignment of the Buyer's claims for restitution against third parties. We are also entitled to directly collect the claims assigned to us from any resale. Upon request, the Buyer shall inform us at any time about the status of our property and the assigned claims and disclose the assignment at our request.
8.6 If the value of our securities exceeds our claims from the entire business relationship with the buyer by more than 20%, we shall release the securities at our discretion at the buyer's request.

9 Place of performance, place of jurisdiction and applicable law
9.1 The place of performance for all obligations arising from the contractual relationship is Lengerich.
9.2 The place of jurisdiction for all disputes arising from the contractual relationship shall be Lengerich if the customer is a merchant within the meaning of § 1 of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. The local court of Lingen or the regional court of Osnabrück shall therefore have jurisdiction. However, we are free to appeal to the court responsible for the buyer's registered office.
9.3 German law shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.