Terms & Conditions

1. Terms of Delivery and Payment

• The following terms of delivery and payment form an essential part of every contract concluded between a buyer/customer and our company.
• These General Terms and Conditions (GTC) shall also apply in their respective current version to all future transactions without the need for explicit reference or agreement at the time such transactions are concluded.
• Verbal ancillary agreements are generally invalid.
• Deviations from these terms of delivery and payment, in particular the buyer’s/customer’s purchasing conditions, shall not be binding on us even if we do not expressly object to them. Their validity requires our explicit written confirmation. Customer purchasing conditions shall only be binding if expressly confirmed by us in writing.

2. Conclusion of Contract

• Our offers are always non-binding, in particular with regard to quantity, price and delivery time.
• Orders shall only be binding upon our written confirmation or upon delivery of the goods. This also applies to orders taken by representatives or sales agents.
• The prices stated in the order confirmation shall apply.

3. Prices, Weights

• All prices are exclusive of value-added tax applicable at the time of delivery.
• If goods are delivered to a buyer/customer located in another EU Member State, the buyer/customer must provide proof that the goods have reached that Member State. Such proof must be submitted to us no later than the 10th day of the month following delivery. If proof is not provided or does not comply with German VAT regulations, we are entitled to invoice the goods including VAT at the applicable rate.
• If additional charges arise between conclusion of the contract and delivery due to changes in legal regulations, in particular customs duties, we are entitled to increase the agreed purchase price accordingly.
• The weights determined at the time of loading shall be decisive for invoicing. The weights are determined prior to dispatch by a qualified weigher. Complaints must be made in accordance with the provisions under Section 4.

4. Delivery Time

• Specified delivery times are approximate and non-binding unless expressly confirmed by us in writing as fixed dates and the buyer/customer has previously informed us in writing that delivery must take place at a specific time. Compliance with delivery deadlines is subject to correct and timely self-supply.
• As long as the buyer/customer is in default with any obligation arising from the business relationship, our delivery obligation shall be suspended.
• The buyer/customer may withdraw from the contract without setting a deadline if performance becomes permanently impossible prior to transfer of risk. Furthermore, the buyer/customer may withdraw if partial performance becomes impossible and they have a legitimate interest in rejecting partial delivery. Otherwise, the buyer/customer shall pay the contractual price attributable to the partial delivery.
• If delivery becomes impossible due to force majeure or unforeseen events beyond our control, we shall be released from our delivery obligation for the duration of such circumstances. Such events include in particular operational disruptions, epidemics/pandemics preventing continued operation, strikes, lockouts, official orders, subsequent loss of export or import opportunities, and our reservation of self-supply.

5. Inspection and Notice of Defects

• The buyer is obliged to inspect the goods upon delivery and, if applicable, prior to further processing:
  1. To check quantity, weight and packaging and note any complaints on the delivery note or consignment note;
  2. To carry out at least random and representative quality inspections.
• The buyer is obliged to check the invoice, in particular with regard to price and quantity.
• The following forms and deadlines apply to defect notifications:
  1. Notifications of obvious quality defects must be made immediately, at the latest by the end of the business day following delivery or acceptance of the goods.
  2. Notifications of hidden defects must be made within 10 business days after delivery or acceptance and within 10 business days after discovery of the defect.
  3. Quantity complaints must be made immediately, at the latest by the business day following delivery.
  4. Price complaints must be made within 5 business days after delivery or acceptance.
  5. Defect notifications must be submitted in text form within the specified deadlines. Verbal notifications are insufficient.
• Goods not complained about in due form and time shall be deemed approved and accepted.

6. Warranty, Limitation of Liability

• We shall only be liable for damages not affecting the delivered goods themselves in cases of intent, gross negligence by the owner, corporate bodies or executive employees, culpable injury to life, body or health, fraudulent concealment of defects, guaranteed absence of defects, or liability under the Product Liability Act.
• In the event of culpable breach of essential contractual obligations, we shall also be liable for gross negligence by non-executive employees and for slight negligence, limited to foreseeable typical contractual damage.
• Complaints made in due form and time shall be examined by our quality control department and, if necessary, by an external expert. If justified, the buyer/customer may request subsequent performance within a reasonable period. We reserve the right to remedy defects or deliver replacement goods. Only if this fails or is unreasonable may the buyer/customer withdraw from the contract or reduce the purchase price.
• The agreed product specification shall solely define the quality of the goods. Public statements do not constitute quality agreements.
• The indication of a best-before date serves solely to fulfill legal requirements and does not constitute a guarantee or quality agreement.
• Any processing of the delivered goods constitutes refinement and is not covered by § 439 (3) German Civil Code (BGB). §§ 445a and 478 BGB remain unaffected.

7. Payment

• Purchase prices are payable net within 21 calendar days from invoice date unless otherwise agreed in writing. Cash discounts are granted only if expressly agreed.
• In case of late payment, interest of at least 8% above the base interest rate per annum shall be charged.
• If assignment to a factoring partner is stated on the invoice, payments shall be made exclusively to the factoring partner with discharging effect.
• If payment is not made within the applicable period, the claim will enter the dunning process. After the second reminder, no further deliveries will be made.
• If proper business operations cease, payment difficulties arise or insolvency proceedings are initiated, all claims shall become immediately due. Advance payments or securities may be required.
• Offsetting or retention rights are only permitted if counterclaims are legally established, undisputed or expressly acknowledged by us.

8. Place of Performance and Retention of Title

• Place of performance is Harsewinkel.
• The goods remain our property until full settlement of all claims.
• Further processing results in co-ownership proportional to invoice values. The buyer acts as custodian.
• Claims from resale are hereby assigned to us as security.
• Pledging or assignment as security is prohibited.

9. Returnable Packaging

• Returnable packaging must be returned in equivalent type, quantity and value.
• Packaging must be returned cleaned in accordance with hygiene regulations.
• Delays entitle us to compensation or refusal of return.

10. Image Rights and Use

Images provided by us or already in possession of the buyer/customer may only be used for the promotion of our products. Only usage rights are granted and may be revoked at any time.

11. Jurisdiction and Applicable Law

• Jurisdiction shall indicate Gütersloh if the buyer/customer is a merchant.
• If claims are assigned to our factoring partner, Frankfurt am Main shall apply.
• German law shall apply exclusively.

12. Severability Clause

If any provision of these terms is invalid in whole or in part, the remaining provisions shall remain effective. Statutory provisions shall replace invalid clauses.