General Terms and Conditions of Sale (GTC)

1. Scope of Application

1.1 These General Terms and Conditions of Sale apply to all business relationships with our customers, hereinafter referred to as the Buyer. These General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).

1.2 Our General Terms and Conditions of Sale apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of express agreement also applies if the Buyer refers to its own terms and conditions when placing an order and we have not expressly objected to them.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, these General Terms and Conditions of Sale, in the version valid at the time of the buyer’s order or in the version last communicated to the buyer in writing, also apply as a framework agreement to similar future contracts without us, as the seller, having to refer to them again on a case-by-case basis (Note: as a precaution, the General Terms and Conditions of Sale should always be attached to the order confirmation).

1.4 Individual agreements made with the buyer in specific cases (including collateral agreements, amendments, and modifications) and information in our order confirmation take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

1.5 Legally relevant declarations and notices from the buyer regarding the contract (e.g., notices of defects, setting deadlines, withdrawal, or price reduction) must be submitted in writing, i.e., in written and electronic form (e.g., letter, email, fax). Further statutory form requirements and additional evidence (if necessary, in case of doubt regarding the declarant’s authorization) remain unaffected.

1.6 If references are made to the applicability of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions apply—even if no corresponding clarification has been provided—to the extent that they are not superseded by these General Terms and Conditions of Sale.

2. Offer and conclusion of contract

2.1 Our offers are subject to change and non-binding. This also applies to the prices in the webshop. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), as well as other product descriptions or documents (including in electronic form). We reserve all proprietary and copyright rights to all documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we give the buyer our express written consent.

2.2 The buyer’s order constitutes a non-binding offer to enter into a contract pursuant to Section 145 of the German Civil Code (BGB). Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt.

2.3 The buyer’s acceptance of the offer can be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the buyer. In the event that we, as the seller, do not accept the buyer’s offer within the period specified in section 2.2, all documents sent to the buyer must be returned to us immediately.

3. Prices and Payment Terms

3.1 Unless otherwise agreed in writing in a specific case, our prices valid at the time of conclusion of the contract apply ex works, plus statutory value added tax. Packaging costs will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in wage, material, and distribution costs for deliveries made 3 months or more after the conclusion of the contract.

3.2 In the case of a sale involving shipment, the buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. If we do not invoice the transport costs incurred in a specific case, we will charge a flat-rate transport fee (excluding transport insurance) based on the weight, dimensions, and, if applicable, the value of the shipment. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.

3.3 If the prices include third-party costs or fees and these increase after conclusion of the contract, the supplier is entitled to charge the additional costs.

3.4 If, after conclusion of the contract, the scope of delivery changes at the buyer’s request or parts are exchanged, the supplier is entitled to charge the buyer for any additional costs incurred.

3.5 Payment of the purchase price must be made exclusively to the account specified. Deduction of a discount is only permitted with a separate written agreement.

3.6 Unless otherwise agreed, the purchase price is due and payable immediately upon invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make delivery, in whole or in part, only against prepayment. We will declare such a reservation no later than with the order confirmation.

3.7 The buyer is in default if the aforementioned payment period expires. During the period of default, the purchase price shall accrue interest at the applicable statutory default interest rate pursuant to Section 288 Paragraph 2 of the German Civil Code (BGB), amounting to nine percentage points above the respective base interest rate. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial default interest pursuant to Section 353 of the German Commercial Code (HGB) remains unaffected.

3.8 If, after conclusion of the contract, it becomes apparent that our claim for payment of the purchase price is jeopardized due to the buyer’s lack of solvency (e.g., by filing for insolvency proceedings), we are entitled to refuse performance in accordance with statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for the production of non-fungible goods (custom-made items), we may declare immediate withdrawal. The statutory provisions regarding the dispensability of setting a deadline remain unaffected in this respect.

4. Rights of Retention

The buyer is entitled to set-off or retention rights only if their claim has been legally established or is undisputed, and their counterclaim is based on the same contractual relationship. In the event of defects occurring during delivery, the buyer’s rights under these General Terms and Conditions of Sale remain unaffected.

5. Delivery Period and Delay in Delivery

5.1 The delivery period will be agreed upon individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is at least 4 weeks from the conclusion of the contract and clarification of all details. Indicated parts availability in the webshop is not guaranteed.

5.2 The delivery deadline is met when the delivery item has left the factory or notification of readiness for shipment has been given.

5.3 If we are unable to meet contractually agreed delivery periods for reasons beyond our control, we will inform the buyer of this circumstance and simultaneously provide the expected or new delivery period. If delivery cannot be made within the newly announced delivery period due to the unavailability of the goods, we are entitled to withdraw from the contract in whole or in part; we will refund any payment already made by the buyer (in the form of the purchase price). The goods are considered unavailable, for example, if our supplier fails to deliver to us on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g., due to force majeure), or if we are not obligated to procure the goods in a specific case.

5.4 A further requirement for us, as the seller, to be liable for a delay in delivery is a formal demand for payment from the buyer. In the event of a delay in delivery, the buyer may only claim damages for delay if this is due to circumstances that the supplier could have foreseen and prevented with reasonable care and could not overcome through reasonable measures.

5.5 The supplier is entitled to refuse handover to transport companies or persons commissioned with the transport of the goods if load securing in accordance with relevant VDI guidelines cannot be guaranteed. This also applies in cases where the transport vehicle is unsuitable or recognizably not roadworthy.

5.6 The supplier is entitled to withhold performance if the buyer has not fulfilled its due obligations under the purchase agreement or any other contract.

5.7 Partial deliveries are permitted provided they are reasonable and have not been expressly rejected by the buyer.

5.8 If delivery is not accepted on time or acceptance is refused, the supplier is entitled to withdraw from the contract after setting a reasonable grace period. In this case, the supplier is entitled to compensation amounting to 50% of the value of the goods, as well as any directly attributable additional costs arising from the delivery, such as freight charges, fees, and loading and unloading costs.

5.9 If, at the customer’s request, shipment of the goods is delayed, the supplier is entitled to a storage fee of 0.5% of the invoice amount per commenced month, starting on the 7th day after the goods are made available and the customer has been notified. The supplier is also entitled, starting from the 3rd month, to charge for any inspection costs incurred regarding the condition of the goods, as well as further costs, e.g., for replacing parts that have deteriorated due to storage. In addition, the provisions regarding default of acceptance under 5.8 apply.

6. Delivery, Transfer of Risk, Acceptance

6.1 Delivery is ex-works. The warehouse is also the place of performance for delivery and the place for any subsequent performance. If the buyer wishes to have the goods shipped to a different destination (sale by dispatch), they shall bear the shipping costs. If nothing has been contractually agreed upon, we may determine the method of shipment (packaging, shipping route, carrier).

6.2 Upon handover of the goods to the buyer, the risk of accidental loss or accidental damage passes to the buyer. In the case of a sale by dispatch, the risk of accidental loss or accidental damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier or freight forwarder. If acceptance of the goods is contractually agreed upon, this is decisive for the transfer of risk. Further statutory provisions of the law of contracts for work and services remain unaffected. Delivery or acceptance of the goods is deemed to have occurred if the buyer is in default of acceptance.

6.3 Delivered goods must be accepted by the buyer, even if they appear defective upon initial inspection, without prejudice to their rights.

7. Retention of Title

7.1 We retain title to the delivered goods until full payment of all our current and future claims arising from the purchase agreement and any ongoing business relationship (secured claims).

7.2 Until full payment of the secured claims has been received, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must notify us immediately in writing if an application for the commencement of insolvency proceedings is filed or if third parties seize the goods belonging to us (e.g., attachments). If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the resulting loss.

7.3 In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand the return of the goods based on our retention of title. A demand for return does not automatically constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price when due, we must have unsuccessfully set the buyer a reasonable deadline for payment before asserting these rights. This applies only if setting such a deadline is not unnecessary under statutory provisions.

7.4 Until further notice, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition: a) Products resulting from the combination, mixing, or processing of our goods are subject to retention of title to their full value, with us being considered the manufacturer. In the event that, during the combination, mixing, or processing of goods with third-party goods, their ownership rights remain in effect, we acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or the product, up to the total amount of the final invoice agreed upon with us (including VAT). We accept this assignment.

8. Buyer’s Warranty Claims

8.1 The statutory provisions apply to the buyer’s rights in the event of material defects and defects of title, unless otherwise specified below. This does not affect the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)).

8.2 Agreements that we have made with buyers regarding the quality and intended use of the goods regularly form the basis of our liability for defects under the warranty.

8.5 The buyer’s claims for defects exist only to the extent that the buyer has complied with their statutory obligations to inspect and report defects (Sections 377, 381 of the German Commercial Code (HGB)).

8.11 The buyer may withdraw from the purchase agreement or reduce the purchase price in accordance with statutory provisions if a deadline set by the buyer for subsequent performance has expired without success.

9. Statute of Limitations

9.1 Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects or defects of title is one year from delivery.

10. Other Liability

10.1 Unless otherwise stipulated in these GTC, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.

10.2 Within the scope of liability based on fault, we are liable only in cases of intent and gross negligence. In cases of simple negligence, we shall be liable only for damages resulting from injury to life, body, or health, or breach of material contractual obligations.

11. Export Control

11.1 The purchaser is obligated to provide the supplier with all information required for the verification of the final destination. The fulfillment of a contract is subject to the condition that no obstacle exists due to national or international foreign trade regulations.

12. Choice of Law and Jurisdiction

12.1 These General Terms and Conditions of Sale and the contractual relationship are governed by the laws of the Federal Republic of Germany, excluding international uniform law (CISG).

12.2 Our registered office in Stuttgart shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

12.4 Should any provision of these GTC be wholly or partially invalid, this shall not affect the validity of the remaining provisions.