General Terms and Conditions

1. General – Scope of Application

1.1 These General Terms and Conditions apply to all current and future business relationships with entrepreneurs, legal entities under public law, or special funds under public law, hereinafter referred to as “Customer.”

1.2 Deviating, conflicting, or supplementary General Terms and Conditions or contractual provisions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

1.3 We reserve unlimited ownership and copyright utilization rights to our offers, drawings, designs, and other documents. These may only be made available to third parties with our prior consent.

1.4 Unless otherwise expressly agreed, governmental permits for the installations must, as a matter of principle, be obtained by the Customer.

2. Conclusion of Contract

2.1 Our offers are non-binding. Technical changes as well as changes in form, color, quantity, and/or weight are reserved within the scope of what is reasonable.

2.2 Drawings, images, dimensions, weights, or other performance data specified by the Customer are binding only if explicitly agreed upon in writing. Otherwise, they are considered approximate values.

2.3 Changes or additions to the contract require written confirmation.

2.4 The conclusion of the contract is subject to the proper and timely self-delivery by our suppliers. This applies only if the non-delivery is not our fault. The Customer will be informed immediately about the unavailability of the service. Payments already made will be refunded without delay.

2.5 Partial deliveries are permissible unless it is evident that the Customer has no interest in them or they are evidently unreasonable for the Customer.

3. Retention of Title

3.1 We retain ownership of the goods until all claims from an ongoing business relationship have been fully settled. Until then, the following conditions in clauses 3.2 to 3.7 apply:

3.2 In the case of combination or mixing, our ownership of the newly created object continues in proportion to the value of the delivered goods to the value of the new object.

3.3 As long as ownership has not yet been transferred, the Customer is obliged to handle the goods with care.

3.4 The Customer must notify us immediately of any third-party access to the goods, such as in the case of seizure, as well as any damage to or destruction of the goods. A change in possession of the goods and a change in the Customer’s business location must also be reported immediately. If a third party is unable to reimburse us for the legal costs of a lawsuit under § 771 of the German Code of Civil Procedure (ZPO), the Customer is liable for the loss incurred.

3.5 In the event of contractual violations by the Customer, especially in cases of payment default or breaches of obligations under clauses 3.2 and 3.3, we are entitled to withdraw from the contract and demand the return of the goods.

3.6 The Customer is entitled to resell and process the goods in the ordinary course of business. The Customer hereby assigns to us all claims in the amount of the invoice total (including VAT) that arise from the resale against buyers or third parties, regardless of whether the goods have been resold without or after processing.

3.7 Processing or transformation of the goods by the Customer is always carried out on our behalf. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods to the other processed items at the time of processing.

4. Remuneration

4.1 Our prices are ex-works and do not include packaging or applicable VAT.

4.2 Invoices are payable within 10 days from the invoice date without deductions. Different payment terms require written agreement.

4.3 Payments can also be applied to other outstanding claims.

4.4 The Customer may offset or withhold payment only if counterclaims have been legally established or recognized by us.

5. Delivery Time

5.1 Delivery times are non-binding unless otherwise expressly agreed in writing.

5.2 If the Customer delays acceptance or culpably breaches other duties of cooperation, we are entitled to claim damages, including additional expenses incurred.

5.3 In cases of force majeure or unforeseen events affecting us or our suppliers, we are entitled to terminate or suspend delivery obligations partially or completely.

6. Transfer of Risk

6.1 The risk of accidental loss or deterioration of goods passes to the Customer upon dispatch or collection.

6.2 If delivery involves assembly or installation, the risk passes upon completion of assembly or commissioning.

6.3 Unless otherwise agreed, we choose the shipping method, route, and packaging.

7. Customer Rights for Defects

7.1 Claims for defects are excluded for wear and tear due to the nature of the materials or usage.

7.2 In case of defects, we will initially provide a remedy through repair or replacement at our discretion.

7.3 If repair or replacement fails, the Customer may demand a price reduction or withdrawal from the contract.

7.4 The Customer must notify us of visible defects within five business days of receipt.

8. Liability Limitations

8.1 For minor negligence, our liability is limited to foreseeable damages typical of the contract.

8.2 Liability limitations do not apply in cases of bodily harm, health damage, or death attributable to us.

9. Final Provisions

9.1 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

9.2 The exclusive place of jurisdiction is 42651 Solingen, Germany.

9.3 If individual provisions of these terms are invalid, the remaining provisions remain unaffected.