General Terms and Conditions
I. Validity of our terms and conditions
All goods and services to companies are subject to our Terms and Conditions below. Opposing or deviating
General Terms and Conditions of the Purchaser (abbr. HC) shall always be excluded for business with us, unless
we have agreed to their validity in writing. This also applies to special agreements with our sales representatives
on delivery or payment in commercial transactions because they are not authorised to enter into such agreements.
Our terms and conditions also apply to future transactions.
II. Offers/Order Acceptance
Our offers are subject to change and will be accepted only with our written confirmation. We can accept orders
within 4 weeks after receipt. Until written acceptance or order confirmation, no obligations are created for us.
III. Scope of delivery/goods description
We are entitled to produce up to 10% more or less of the ordered/confirmed goods, if this is necessary for
operational or organisational reasons. The customer is obliged to accept such excess or short delivery and to pay
the agreed compensation for it. Subject to other agreements, we are entitled to make partial deliveries.
Descriptions of the products are only binding if they are expressly confirmed by us in writing. The guarantee of
the properties must be explicit, and it must be in writing. Design changes that we consider appropriate are
reserved to us at our sole discretion. Minor, and in particular standard commercial deviations in quality, colour,
design, equipment and processing do not affect the contractual quality of the product.
IV. Copyright
The copyright and the right of reproduction with own designs, originals and so forth remain with us subject to
any express provisions to the contrary. Artwork, films, plates and cutting also remain our property even if the
purchaser has billed costs for this.
V. Delivery time
The customer can request us in writing after excess of a non-binding delivery date to deliver within a reasonable
period. The period must be at least 10 working days within Germany and 20 working days worldwide, ex works.
After this period, the customer may set a further reasonable grace period with notice that he refuses to purchase
after this period. The assertion of claims for damages presupposes their announcement ahead of this deadline.
The buyer only has claims for damages for delayed delivery, if we have caused the delay deliberately or through
gross negligence, unless timely delivery is obviously of considerable importance for the customer. They are also
limited to the value of the delivery. In the case of force majeure, labour disputes, governmental actions and fault-
free malfunctions, the delivery period shall be extended by the duration of the disability, but for a maximum of
two months.
VI. Shipping
Shipping is at the risk and expense of the customer from ex works Germany. Irrespective of the question of the
place of performance the risk passes no later than the shipment of the goods to the customer. If delivery is
delayed due to circumstances for which the customer is responsible, the risk shall pass at the time of readiness
for shipment to the customer. The goods will be sent uninsured by us, if the customer has not specifically
requested insurance. As an AEO certified company, we expressly point out that for security reasons the release
of tracking numbers to third parties for package tracking is not permitted.
VII. Prices and Payments
All prices are quoted exclusive of VAT. We shall be entitled in the event of changes in the price structure up to
delivery at our discretion to adjust our prices accordingly if more than 2 months have elapsed from contract to
delivery. Unless otherwise agreed, German and European invoices are payable within 14 days from the date of
invoice, non-European invoices have to be paid before delivery net in cash (prepayment). Thereafter, the
customer is in default even without due warning. A set-off or right of retention is only permitted if the
counterclaims are undisputed or legal. In the event of concrete evidence of a significant deterioration in the
credit quality of the customer we can make further deliveries dependent on the prepayment or guarantee of the
purchase price. Deliveries within Germany up to 15 kg will be charged with 10,00 € plus a handling fee about
30,00 € for each order. We reserve to ship the goods with costs via a forwarding agency. For all other countries
the freight charges and customs duties if applicable will be calculated for each order and a handling fee about
40,00 € will be invoiced.
VIII. Retention of title
The delivery of the goods is always under reservation. Therefore the goods remain the property of the seller until
full payment of all liabilities - even after delivery - arising from the transaction, including an existing account
balance. The customer has a revocable right to resell the reserved goods as part of his regular businessoperations. He is hereby assigns rights from the resale of receivables as security to HC. The assignment shall be
accepted. The customer retains a revocable right to collect debts. The processing or transformation of the goods
by the customer is always reserved to us. If the goods are processed, combined or mixed with other objects not
belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods to the
other processed items at the time of processing. If they are combined or integrated in such a way that the object
of the customer is to be regarded as the main item, the customer assigns to us pro rata co-ownership. The
customer shall preserve the sole ownership or co-ownership for us. For anything created by processing,
combining or mixing the same applies as for the reserved goods. In particular, the customer assigns his claim in
part from the resale of the goods to us. At the request of the customer HC releases securities of his choice if their
value exceeds the secured claims by 20%. If there are reasonable doubts about the creditworthiness of the
customer, especially in the event of suspension of payments or insolvency proceedings, HC is entitled to suspend
deliveries immediately and to refuse the fulfilment of current contracts, as long as the customer does not pay in
advance. At the same time the right of the customer to resell the reserved goods and to collect the receivables
assigned to us lapses.
IX. Warranty
The customer shall inspect the goods immediately on delivery and fully notify any defect. The notification of
defects must be received by us in writing and without delay, no later than 8 days after delivery of the goods.
Samples of the rejected goods shall be returned immediately to check the legitimacy of the complaint. After
receiving samples of the defective goods, we must, at our discretion, either repair or supply replacement goods
free of defects within a reasonable time, but regularly within 4 weeks. If we do not meet this deadline or fail to
perform the repair, the customer is entitled at his option, with a written grace period of two weeks to withdraw
from the contract or demand a reduction of the purchase price. If we repair or replace it, the entire rejected goods
shall be returned. We do not assume any guarantee or liability for the suitability of the products for the intended
use by the customer, unless we have expressly guaranteed suitability. The customer is obliged to check the
suitability of the material for his particular use by himself. Our limitations of liability shall not apply to damages
resulting from injury to life, body or health of a person and in case of liability under the provisions of the
Product Liability Act. Our liability for damages, regardless of the legal reason (including tort claims), is
otherwise governed by the statutory provisions, if the damage is based on intent or gross negligence by us, our
representatives or vicarious agents. The liability for simple negligence is excluded, unless there is a culpable
breach of an essential contractual obligation or if we have accepted a guarantee or a quality risk. Claims for
damages against us shall be limited to typical, foreseeable damage. This does not apply to claims which are
based on intentional or gross negligence by us, our representatives or agents. Final drawings and proofs are
submitted only on express request. If corrections arise due to subsequent changes, they will be charged to the
customer additionally. After obtaining the printing release we are not liable for printing errors that were
overlooked by the client in the correction.
X. Limitation
For sales contracts, work performance contracts and service contracts, the claims of the customer and the
customer against us shall expire in the following deadlines: warranty claims of the customer § 437 BGB expire
in the cases of § 438. 1 No. 3 BGB in a period of one year from delivery of the goods. Claims by the customer
for damages for breach of duty (§ 280 BGB), not covered by Article (1) and (2), expire within a period of one
year from the statutory limitation period. Sentences 1-3 do not apply in the case of warranty claims of the
customer under § 438 para.1 No. 1 and 2 of the Civil Code, §§ 478, 479 BGB. § 634 BGB become time-barred
in the case of § 634 a para. 1 No.1 BGB in a period of one year after acceptance of the work. In the case of § 634
a para. 1 No. 2 BGB the warranty claims of the customer expire in analogy with the provisions of the VOB in a
period of two years from the acceptance of the work. In the case of § 634 a para. No. 3 BGB there is a limitation
period of one year from the statutory limitation period. This period shall apply accordingly to claims by the
customer for damages for breach of duty (§ 280 BGB), which are not covered above. The shortening of the
statute of limitations under the above paragraph shall not apply to claims for damages resulting from injury to
life, body or health of a person as well as in cases where there is intent or gross negligence by us, our legal
representatives or vicarious agents.
XI. Verbal ancillary agreements
Verbal ancillary agreements are only effective if they are confirmed in writing by us. This also applies to any
amendment to them.
XI. Severability
In the event that one or more provisions of these terms and conditions are or become invalid, the remaining
provisions shall remain unaffected. The parties are, however, obliged to replace the invalid provision by a
provision that comes closest to the intention expressed in these terms and conditions.
XII. Place of performance, legal venue and applicable law
The place of performance is Witzhave, the legal venue for all present and future claims from the business
relationship with us, including for bills and cheques, is agreed to be Hamburg as the seat of the territorially
nearest Regional and Higher Regional Court. German law is applicable excluding the UN Sales Convention.