§ 1 Scope

These Terms and Conditions of Sale apply exclusively to businesses, legal entities under public law, or special funds under public law as defined in § 310 (1) BGB (German Civil Code). We do not recognize conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing.

These Terms and Conditions also apply to all future transactions with the customer, provided they are legal transactions of a related nature (as a precaution, these terms should always be included with the order confirmation).

Supplementary agreements, amendments, or changes take precedence over these conditions. The content of such agreements must be documented in writing or confirmed by us in writing unless proven otherwise.

§ 2 Offer and Contract Conclusion

If an order is to be considered an offer under § 145 BGB, we may accept it within two weeks.

§ 3 Provided Documents

We reserve ownership and copyright of all documents made available to the customer in connection with placing an order – including electronic formats – such as calculations, drawings, etc. These documents may not be made accessible to third parties without our explicit written consent. If we do not accept the customer's offer within the period stated in § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

Unless otherwise agreed in writing, our prices are ex works, excluding packaging, and plus applicable VAT.

The purchase price must be transferred exclusively to the bank account stated on the reverse side. Cash discounts are only allowed if agreed upon in writing.

Unless otherwise agreed, the purchase price is due within 10 days after delivery.

If no fixed price agreement exists, we reserve the right to make reasonable price changes for deliveries occurring three months or more after contract conclusion due to changes in labor, material, or distribution costs.

§ 5 Right of Retention

The customer is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time

Our delivery period begins only when the customer has fulfilled all obligations properly and on time. The right to refuse performance remains reserved.

If the customer delays acceptance or culpably breaches other cooperation obligations, we are entitled to claim compensation, including any additional expenses. Further claims remain unaffected. In such cases, the risk of accidental loss or deterioration of the goods passes to the customer when they fall into default or become a debtor.

If the delay in delivery is not caused by willful misconduct or gross negligence, our liability is limited to 3% of the delivery value for each full week of delay, up to a maximum of 15%.

Further statutory rights of the customer remain unaffected.

§ 7 Transfer of Risk Upon Shipment

If goods are shipped at the customer’s request, the risk of accidental loss or deterioration passes to the customer upon dispatch, at the latest when leaving the warehouse/plant, regardless of who bears the shipping costs or the shipping method.

§ 8 Retention of Title

We retain ownership of the goods until full payment of all claims from the delivery contract is received. This also applies to future deliveries. We are entitled to reclaim the goods if the customer acts in breach of the contract.

Until ownership is transferred, the customer must handle the goods with care and insure them at their own expense against theft, fire, and water damage at replacement value. Maintenance must also be done in a timely manner at the customer's cost.

Until ownership is transferred, the customer must inform us immediately in writing if the goods are seized or subjected to third-party intervention. If the third party cannot reimburse our legal and court expenses as per § 771 ZPO, the customer is liable.

The customer may resell goods in the normal course of business. The customer assigns to us all claims arising from such resale, in the amount of the final invoice total (including VAT), regardless of whether the goods were processed or not.

Even after assignment, the customer remains authorized to collect the claim, unless they default on payment, cease payments, or insolvency proceedings are initiated. In such cases, we may collect the claims ourselves.

Processing or transformation of the goods by the customer is always done on our behalf. If processed with other items, we gain co-ownership of the new item in proportion to the value of the original goods to the other materials used.

The same applies to mixing. If the customer’s item is the main item, they shall transfer proportional co-ownership to us.

We commit to releasing securities at the customer’s request when their value exceeds our claims by more than 20%.

§ 9 Warranty, Complaints, and Supplier Recourse

Customer warranty rights require that they comply with their duties of inspection and notification under § 377 HGB.

Warranty claims expire 12 months after delivery unless longer periods are required by law (e.g., for personal injury caused by gross negligence or intent).

If defects exist at the time of risk transfer, we will remedy them or deliver replacements at our discretion. The customer must allow reasonable time for remedy. Recourse claims remain unaffected.

If remedy fails, the customer may withdraw from the contract or reduce the purchase price, subject to any compensation claims.

Warranty claims do not apply in cases of minor deviations or usability issues due to wear and tear, improper handling, overuse, exposure to extreme conditions (e.g., heat, frost), unsuitable equipment, or unapproved chargers.

If improper repairs or modifications are carried out by the customer or third parties, no warranty claims exist.

The customer is not entitled to reimbursement of increased costs (e.g., transportation) if the goods were moved to a location other than the original place of delivery, unless that relocation is consistent with the goods' intended use.

Customer recourse claims only apply if they did not agree to warranty obligations beyond the statutory minimum. Section 6 applies accordingly.

§ 10 Miscellaneous

This contract and all related legal relationships are governed by the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).

Place of performance and exclusive place of jurisdiction for disputes arising from this contract is our business location, unless otherwise specified in the order confirmation.

All agreements between the parties related to the performance of this contract must be in writing.

§ Jurisdiction

All disputes arising from this contract shall be handled before the Local Court of Ludwigshafen.