Standard Business Terms

Last updated: 12/06/2014

General provisions
1. The following Standard Business Terms apply to all business relationships between us and a customer.
2. As used in these Standard Business Terms, customers are exclusively entrepreneurs.
3. An entrepreneur within the meaning of these Standard Business Terms means a natural or legal person or a partnership with legal personality who or which, acts in exercise of their or its trade, business or profession when entering a business relationship.
4. Any deviating or supplementary general terms and conditions of business do not become an element of the contract, even if we are aware of them, unless we have expressly consented to their inclusion in writing.
Offer and conclusion of contract
1. Any information on goods and prices we provide during the ordering process is subject to change and non-binding./li>
2. Any descriptions we provide on the Internet do not constitute an offer or a contractual warranty with regard to prices, properties, specific usage possibilities or guarantees of success.
3. You submit a binding offer upon sending an order by telephone, fax, letter or email.
4. A purchase contract is concluded when we accept your order by delivering the goods or by sending a written order confirmation by letter, fax or e-mail.
Costs
1. All prices are stated in euros. Prices are stated as net prices subject to VAT and shipping costs.
2. We are entitled to be remunerated separately for any requested supply of goods and services not provided for in the contract.
3. Prices and shipping costs are otherwise determined according to the price lists in effect at the time the contract is concluded.
Payment terms
1. The purchase price shall be paid by the customer within 10 days of the invoice date subject to a 2% cash discount or within 30 days without deduction.
2. In cases in which we do not have a regular business relationship with the customer, or if we have yet to create an account for such a customer, we are entitled to supply the customer subject to cash on delivery, payment in advance or not until direct debit authorisation has been provided. The foregoing shall likewise apply in cases of repeated and/or constant delays in payment.
3. The customer may have to pay additional charges (e.g., customs duties) in the case of international shipments. The seller has no control over any such expenses. Unless otherwise agreed, the customer is responsible for compliance with any customs regulations, compliance with all import regulations and the laws of relevant countries in the case of international shipments.
4. Customers may only offset claims of the seller in cases in which such counterclaims are undisputed, have been finally determined by a court or have been acknowledged by the seller.
5. Customers may only assign claims, if any, against us with our prior written consent.
Passage of risk
In dealings with entrepreneurs, the risk of accidental loss of the goods during transport passes to the customer as soon as the goods are provided to the carrier.
Liability for defects, notification of defects
1. Warranty claims in relation to buyers who have not placed orders for personal use are limited to a period of one year after delivery of the goods.
2. Customers who have not ordered for personal use must provide notice of obvious defects in writing without undue delay, however no later than eight days after receipt of the goods. We must likewise be provided notice of latent defects without undue delay, however no later than within eight days of discovery of the respective defect. Absent such notification, the delivery shall be deemed to have been free of defects, approved and accepted.
3. If a customer who has not ordered for personal use notifies us of a defect on a timely basis, they shall be entitled, at our discretion, to have the defect remedied free of charge or to receive a replacement delivery that is free of defects (supplementary performance).
4. Customers who have not ordered for personal use do have any claims for expenses required for purposes of supplementary performance (e.g., transport, travel, labour and material costs) provided that such costs are increased by virtue of the fact that purchased goods are moved to location other than the customer’s registered office of place of business following delivery.
Liability and damages
1. In accordance with applicable statutory provisions, the seller shall be liable, without limitation, for claims for damages based on a material defect arising from injury to life, limb or health, as well as claims for damages based on an intentional or grossly negligent breach of duty.
2. In the case of a breach of duty based on simple negligence, liability shall be limited to foreseeable and direct average damages typical of the contract, unless the respective breach concerns a violation of essential contractual obligations, i.e., those duties the satisfaction of which are essential to the proper performance of the contract and upon the satisfaction of which the customer is regularly entitled to rely.
3. This is without prejudice to claims for damages under the Product Liability Act.
Reservation of title
1. In the case of entrepreneurs, we retain title to the goods until full settlement of all claims arising from an ongoing business relationship. If the value of goods in which title is reserved exceeds claims to be secured from an ongoing business relationship by 30 percent, we are obliged to release the reserved goods at the request of the entrepreneur up to the amount of the claims to be secured plus 30 percent.
2. The customer must inform us immediately in writing of any attachments of the goods by third-parties, including without limitation, enforcement actions, as well as any damage or destruction of the goods. The customer must notify us of any change in ownership of the goods, or if its address changes, without undue delay. The customer must reimburse us for all damages and costs arising from a breach of these obligations as well as those related to required intervention measures in response to third party attempts to attach the goods.
3. Entrepreneurs are entitled to resell goods in the ordinary course of business. The entrepreneur now hereby assigns to use in advance all claims to which it is entitled based on sales to third parties in the amount of the invoiced amount. We hereby accept this assignment. The entrepreneur is entitled to collect such claims following assignment. We reserve the right to collect such claims ourselves in the event that the entrepreneur does not properly comply with its payment obligations and is in default of payment.
Final provisions
1. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the location of our registered office. The same applies if customer does not have any general place of jurisdiction in the Federal Republic of Germany or if the customer’s permanent residence or habitual residence is not known at the time the claim is filed.
  The place of performance for all delivery commitments on our part, and all payment obligations on the part of the customer as an entrepreneur, is the location of our registered office. However, we are entitled to sue a customer who is an entrepreneur at any other lawful place of jurisdiction.
3. Should specific provisions of this contract with the customer, including these Standard Business Terms, are or become invalid in whole or in part, the validity of the remaining provisions shall by unaffected thereby.