I. Scope

1. These General Terms and Conditions (GTC) apply to all our business relationships with our customers ("Buyer").
2. Our General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary General 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 for consent applies even if the Buyer refers to their GTC during the ordering process and we have not expressly objected to them.
3. These General Terms and Conditions apply to contracts for the sale and/or delivery of movable goods ("Goods") or services ("Services"). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 German Civil Code). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the Buyer's order or in any case in the version last communicated to them in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case (as a precaution, the General Terms and Conditions should be attached to each order confirmation).
4. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements, and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
5. Legally relevant declarations and notifications by the Buyer regarding the contract (e.g., notice of defects, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written or text form (e.g., letter, email). Further statutory formal requirements and further evidence (possibly in case of doubts about the legitimacy of the declarant) remain unaffected.
6. References to the applicability of statutory provisions are for clarification purposes only. The statutory provisions apply even without such clarification to the extent that they are not directly amended or expressly excluded in these General Terms and Conditions.

II. Offer and Contract Conclusion

1. Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents (including in electronic form). We retain ownership rights and copyrights to all documents provided to the Buyer in connection with the order placement. These documents may not be made accessible to third parties unless we give our express written consent to the Buyer.
2. When ordering goods, the Buyer is making a binding contract offer according to Section 145 of the German Civil Code. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of its receipt.
3. Acceptance can be declared either in writing (e.g., through order confirmation) or by delivering the goods to the Buyer. If we do not accept the Buyer's offer within the period specified in Section II.2, any documents transmitted to the Buyer must be returned to us immediately.

III. Prices and Payment Terms

1. Unless otherwise agreed in writing in individual cases, our current prices at the time of contract conclusion shall apply, plus statutory value-added tax. If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material, and distribution costs for deliveries made 3 months or later after contract conclusion.
2. In the case of mail order purchases, the Buyer shall bear the transport costs from the warehouse and the costs of any transport insurance desired by the Buyer, unless otherwise agreed, e.g., in the form of a fixed price agreement. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.
3. Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of discount is only permissible with special written agreement.
4. Unless otherwise agreed, the purchase price is due and payable within the period specified in the offer. However, we are entitled, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We declare such a reservation at the latest with the order confirmation.
5. The Buyer shall be in default upon expiry of the aforementioned payment deadline. During the default, interest shall be charged on the purchase price at the applicable statutory default interest rate according to Section 288(2) of the German Civil Code, currently nine percentage points above the base interest rate. We reserve the right to assert further default damages. Our claim to commercial default interest (Section 353 German Commercial Code) against merchants remains unaffected.

IV. Rights of Retention

1. The Buyer shall only have rights of set-off or retention 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 in the delivery, the Buyer's counter-rights remain unaffected.

V. Delivery Period and Delivery Delay

1. The delivery period shall be individually agreed or specified by us upon acceptance of the order.
2. If we are unable to meet binding delivery deadlines for reasons beyond our control, we shall inform the Buyer of this immediately and simultaneously notify them of the expected new delivery deadline. If the delayed delivery is not available even within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already provided by the Buyer (in the form of purchase price payment). Non-availability of performance is deemed to exist, for example, if there is no timely self-delivery by our supplier, if other disruptions in the supply chain occur (for example, due to force majeure), or if we are not obligated to procure in individual cases.
3. Whether we as the seller are in default of delivery shall be determined according to statutory provisions. However, a reminder from the Buyer is required for us to be in default as the seller. We reserve the right to prove that the Buyer incurred no damage or only significantly less damage.
4. The rights of the Buyer and our statutory rights, particularly in the case of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent fulfillment), remain unaffected.

VI. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

1. Delivery shall be made from our warehouse, which is also the place of performance for the delivery and any subsequent performance. At the Buyer's request and expense, the goods will be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging).
2. The risk of accidental loss and accidental deterioration of the goods passes to the Buyer upon handover. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss of the goods, accidental deterioration of the goods, and the risk of delay passes to the forwarding agent, the carrier, or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services remain unaffected. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.
3. If the Buyer is in default of acceptance or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). Statutory claims on our part (compensation for additional expenses, reasonable compensation, termination) and proof of higher damages remain unaffected.
4. Proof of higher damages and our statutory claims (particularly compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate shall be credited against further monetary claims. The Buyer reserves the right to prove that we have incurred no damage at all or only significantly less damage than the above flat rate.

VII. Retention of Title

1. We retain title to the delivered goods until complete payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
2. The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The Buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties gain access to our goods (e.g., seizures). If the third party is not able to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure, the Buyer shall be liable for the loss incurred by us.
3. In the event of breach of contract by the Buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to statutory provisions and/or demand return of the goods based on the retention of title. The demand for return does not simultaneously include a declaration of withdrawal; rather, we are entitled to merely demand return of the goods and reserve the right to withdraw. If the Buyer does not pay the due purchase price, we may only assert these rights after we have unsuccessfully set the Buyer a reasonable deadline for payment, unless such a deadline is dispensable according to statutory provisions.
4. As long as ownership has not yet passed to them, the Buyer is obligated to handle the purchased item with care. In particular, they are obligated to insure it adequately at their own expense against theft, fire, and water damage at replacement value (Note: only permissible for sale of high-value goods). If maintenance and inspection work must be carried out, the Buyer must carry this out in good time at their own expense.

IX. Buyer's Claims for Defects

1. The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. The statutory provisions regarding consumer goods purchase (Sections 474 et seq. German Civil Code) and the Buyer's rights from separately issued guarantees, particularly from the manufacturer, remain unaffected.
2. Agreements we have made with Buyers regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects under warranty. All product descriptions and manufacturer information that are subject to the individual contract or were publicly announced by us (especially in catalogs or on our website) at the time of contract conclusion constitute a quality agreement. If no quality has been agreed upon, the presence of a defect shall be assessed according to Section 434(3) of the German Civil Code. In this context, it should be noted that public statements by the manufacturer in advertising or on the product label take precedence over statements by other third parties.
3. For goods with digital elements or other digital content, we are only obligated to provide and update the digital content if this expressly results from a quality agreement according to IX.2. We assume no liability for public statements by the manufacturer and other third parties.
4. We are not liable for defects that the Buyer knew about or negligently failed to recognize at the time of contract conclusion according to Section 442 of the German Civil Code.
5. The Buyer's claims for defects exist only if the Buyer has complied with their statutory duties of inspection and notification (Sections 377, 381 German Commercial Code). If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. Written notification must be sent to us immediately if a defect becomes apparent during delivery, inspection, or at any later time. If the Buyer fails to properly inspect and/or report defects, our liability for defects not reported or not reported in time or not properly reported is excluded according to statutory provisions. If the goods were intended for installation, attachment, or installation, this also applies if the defect only became apparent after the corresponding processing as a result of non-compliance with or violation of one of these duties. In this case, the Buyer shall have no claims for reimbursement of "installation and removal costs."
6. If the delivered goods are defective, we as the seller have the choice of whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). If the type of subsequent performance we choose is unreasonable for the Buyer in individual cases, they may reject it. However, we reserve the right to refuse subsequent performance under statutory conditions. Furthermore, we are entitled to make the subsequent performance owed dependent on the Buyer paying the due purchase price. However, the Buyer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
7. The Buyer must give us the necessary time and opportunity for the subsequent performance owed, in particular handing over the goods complained about for inspection purposes. In the case of a replacement delivery, the Buyer must return the defective item to us according to statutory provisions. The Buyer has no right to return.
8. Unless we have contractually committed ourselves to do so, subsequent performance does not include the removal, dismantling, or de-installation of the defective item, nor the installation, attachment, or installation of a defect-free item. Claims of the Buyer for reimbursement of "installation and removal costs" remain unaffected.

X. Limitation Period

1. Notwithstanding Section 438(1) No. 3 of the German Civil Code, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
2. The limitation period is 5 years from delivery according to statutory regulations (Section 438(1) No. 2 German Civil Code) if the goods are a building or an item that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material). This is subject to further statutory special regulations regarding limitation periods (in particular Section 438(1) No. 1, (3), Sections 444, 445b German Civil Code).
3. The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the Buyer based on a defect in the goods, unless the application of the regular statutory limitation period according to Sections 195, 199 German Civil Code would lead to a shorter limitation period in individual cases. Claims for damages by the Buyer pursuant to XI.1 and XI.2 Letter a) as well as under the Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.

XI. Other Liability

1. Unless otherwise provided in these General Terms and Conditions, including the following provisions, we as the seller shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
2. In terms of fault-based liability, we shall be liable for damages - regardless of the legal grounds - only in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in own affairs; insignificant breach of duty), only:
3. for damages resulting from injury to life, body, or health
4. for damages resulting from the breach of an essential contractual obligation (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely). However, our liability in this case is limited to compensation for foreseeable, typically occurring damages.
5. The limitations of liability resulting from XI.2 also apply to third parties and to breaches of duty by persons whose fault we are responsible for according to statutory provisions. The limitations of liability do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed. This also applies to claims of the Buyer under the Product Liability Act.
6. The Buyer may only withdraw or terminate due to a breach of duty that is not based on a defect if we are responsible for the breach of duty.
7. A right of termination by the Buyer (in particular according to Sections 650, 648 German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.

XII. Choice of Law and Jurisdiction

1. These General Terms and Conditions and the contractual relationship between us as seller and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, our registered office in Düsseldorf shall be the exclusive - and international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code.
3. We are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the general place of jurisdiction of the Buyer. Priority statutory provisions (exclusive jurisdictions) remain unaffected.