General terms and conditions

§ 1 Scope of application

1. The offers in our desiccant shop are exclusively directed at commercial customers. For all deliveries and services, only the following terms and conditions of sale shall apply. Any deviating agreements or additions must be made in writing.
2. These terms of sale also apply to future business transactions.
3. Should one or more clauses of these terms of sale be invalid, the remaining conditions shall nevertheless remain effective.

§ 2 Offer

Our offers are non-binding. If an order is to be regarded as an offer according to § 145 BGB (German Civil Code), we can accept it within two weeks.

§ 3 Documents provided

We reserve the ownership and copyright rights to all cost estimates, drawings, and other documents provided in connection with an order. These may not be made accessible to third parties unless we have given express written consent.

§ 4 Scope of delivery, price, and payment

1. Quantity tolerances for rounding to full packaging units of up to +/- 5% of the agreed scope of delivery are considered contractual. The purchase price is based on the quantity actually delivered.
2. Unless otherwise agreed, payment of our invoice must be made within eight days of the invoice date without any discount. Bills of exchange and checks are only considered payment after they have been cashed.
3. In case of default in payment, default interest of 1% per month will be charged from the due date. We reserve the right to prove a lower default damage.

§ 5 Rights of retention

The buyer is not permitted to exercise a right of retention unless it is based on the same contractual relationship. The buyer may only offset counterclaims if these are undisputed or have been legally established.

§ 6 Delivery time and transfer of risk

1. Agreed delivery periods begin at the time when agreement has been reached on all details of the delivery and when the buyer has fulfilled any advance payment obligations.
2. The delivery period is met if the delivery item has left our factory by its expiry or if we notify the buyer of readiness for dispatch.
3. If we are prevented from timely fulfillment of the contract due to procurement, manufacturing, or service disruptions – domestically or abroad, with us or with one of our suppliers – without fault on our part, e.g., due to import or export restrictions, strike or lockout, energy shortage, or traffic disruptions, the delivery time shall be extended by the duration of the hindrance, up to a maximum of two months. We will inform the buyer immediately of any disruptions as soon as we become aware of the delay in performance.
4. After the expiry of the period for disruptions mentioned in § 6 No. 3, the buyer is entitled to withdraw from the contract in whole or in part by written declaration to us. If fulfillment of the contract becomes impossible for us due to one of the aforementioned reasons, we shall be released from our obligation to perform. If we are responsible for the delay, the buyer has the right to withdraw from the contract if they have set us a reasonable grace period in writing and we have allowed this period to expire fruitlessly. Claims for damages due to delay or non-fulfillment of the obligation to perform by us can only be asserted within the framework of § 9.

§ 7 Retention of title

1. The delivered goods remain our property until full payment of all our present and future or conditional claims against the buyer arising from the mutual business relationship. In the case of a current account, the reserved goods serve as security for our respective balance claim. We are entitled to take back the purchased item if the buyer acts in breach of contract.
2. Any processing or treatment of the reserved goods is carried out by the buyer for us, without incurring any liability on our part. In the event of processing, combining, mixing, or commingling of the reserved goods with other items not belonging to us, the buyer hereby assigns to us, as security for our claims, co-ownership of the new mixed or combined item in proportion to the value of the reserved goods to the other processed, mixed, commingled, or combined items, with the understanding that the buyer shall store the new item for us free of charge. The “value of the reserved goods” is understood to be the purchase price charged to the buyer by us.
3. The buyer may resell the goods in the ordinary course of business, but may not pledge them or assign them as security. The buyer’s claims arising from the resale of the reserved goods, including all ancillary rights, are hereby assigned to us as security for our claims. If the reserved goods are resold together with other items, regardless of whether without or after processing, mixing, combining, or commingling, the aforementioned advance assignment applies only to the extent of the value of the reserved goods that have been resold together with the other goods. If the assigned claim is included in a current account, the buyer’s claim from the current account is deemed assigned to us to the corresponding extent. In the case of partial payments by the customer, the assignment remains in effect until full payment by the customer.
4. The buyer is authorized to collect the assigned claims until revocation.
5. The buyer must insure the reserved goods at their own expense with a reputable German insurance company against the usual risks and provide proof of this to us upon request. If necessary, we are entitled to take out the insurance at the buyer’s expense. The buyer hereby assigns their claim to the insurance sum to us; with regard to the scope of the assignment, the above provisions in paragraph 3 apply accordingly. The buyer must also ensure that the reserved goods can be identified and segregated as our property at all times and at all stages of further processing. The same applies to the claims assigned to us.
6. The buyer is obliged to treat the reserved goods with care, to grant us access to the reserved goods at all times, and to provide us with information about their scope and whereabouts. If the buyer defaults on payment or treats the reserved goods in breach of contract, they must provide us with all requested information upon request, notify their customers of the assignment of claims, hand over customer bills and checks to us in this regard, and surrender the reserved goods to us.
7. The buyer must immediately notify us of any third-party access to the reserved goods owned or co-owned by us and to the claims assigned to us, and repel such access, e.g., seizures, to the best of their ability.
8. Upon the buyer’s request, we will release the securities due to us to the extent and at our discretion that their value exceeds the claims to be secured by more than 20%.

§ 8 Warranty and liability for defects

1. Defects must be reported to us in writing by the buyer immediately after their discovery. Late or improperly submitted defect notifications cannot be considered.
   Warranty claims can only be asserted within 24 months after the arrival of the goods at the destination.
2. In the event of justified complaints, we will remedy the defect, excluding further claims, either by freight-free replacement delivery against return of the complained goods or by repair, at our discretion. If a replacement delivery or rectification is impossible, or if the replacement delivery or rectification is not carried out by us despite a written warning within a reasonable grace period to be set by the buyer, or if the replacement delivery also shows significant defects, or if two attempts at rectification have already failed, the buyer may demand rescission of the contract. Further liability, in particular for damages, is only given within the framework of § 9.
3. We are not liable for defects in the goods that are attributable to special climatic or other specific local or operational conditions at the destination.

§ 9 Claims for damages

Claims for damages by the buyer against us – regardless of the legal reason (e.g., delay, impossibility, positive breach of contract, breach of pre-contractual duties, or tortious acts) – are excluded. This exclusion of any claims for damages does not apply exceptionally in the following cases:

• for liability under the Product Liability Act.
• in the absence of warranted characteristics.
• if we or our vicarious agents are guilty of at least gross negligence, whereby liability for errors of the employed, non-executive employee in this case is limited to the contract-typical, foreseeable damage.
• for claims for damages by the buyer due to non-performance. A claim for damages due to non-performance to which the buyer is entitled in the event of our default in performance or impossibility of performance for which we are responsible shall be limited to the contract-typical, foreseeable damage, unless at least gross negligence is present.
• for claims for damages by the buyer due to breach of essential contractual obligations by us. In this case, however, the buyer’s claim for damages is limited to the contract-typical, foreseeable damage, unless we are guilty of at least gross negligence.

§ 10 Dispute resolution

1. We are willing to participate in an out-of-court conciliation procedure before a consumer arbitration board.
2. The competent body is the Universal Arbitration Board of the Federal Centre for Arbitration e.V., Straßburger Straße 8, 77694 Kehl, www.universalschlichtungsstelle.de.

§ 11 Applicable law, place of jurisdiction

1. The laws of the Federal Republic of Germany shall apply exclusively to the business relationships with the buyer. The application of the uniform UN Sales Law – CISG (Convention on Contracts for the International Sale of Goods) is excluded.
2. The place of jurisdiction for both contracting parties, and for all present and future claims arising from the business relationship, is Schwarzenbek, unless the law and the order confirmation mandatorily stipulate otherwise. We may also sue the buyer at the court competent for their registered office, at our discretion.

Status: February 2019