I. General conditions
1.  Delivery will be effected exclusively on the basis of the following terms and conditions. These apply to all present and future  business operations.
2. Entrepreneurs according to these terms and conditions are any natural or legal persons or incorporated companies, which in contracting legal business with us act within their commercial or independent profession.
3. Consumers according to these terms and conditions are any natural persons, who contract legal business with us, the purpose of which cannot be attributed to either a business or independent professional activity.
4. Customers according to these terms and conditions are both entrepreneurs as well as consumers.
5. Divergent, conflicting or complementary  General Terms and Conditions of customers will not become part of the contract, even in case of knowledge of them, should we not consent to their validity expressly in writing. The validity of oral arrangements made by our employees including our outdoor staff is subject to written confirmation before coming into force.
 
II. Conclusion of contract
1. Our offers are without engagement. They are open for a specified time of 30 days after placement, as long as no concrete contract with reference to the offer placed is concluded. They are subject to reasonable technical alterations as well as alterations in form, colour and/or weight.
2. By ordering,  the customer is legally obliged to acquire the ordered goods. We are entitled to accept a contract offer included in the order within two weeks upon its receipt. The acceptance can be declared either in writing or by delivering the goods to our customer.
3. If the customer orders goods by e-mail we will confirm receipt of the order by return. The confirmation of receipt does not correspond to an obliging acceptance of the order, but it can be combined with a declaration of acceptance.
4. If the customer orders by e-mail, the contractual text will be saved and upon request be sent together with these terms and conditions to the customer by e-mail.
5. The contract will be concluded subject to the correct and on-time delivery to us by our suppliers. This only applies in cases in which non-delivery is our own responsibility, especially in cases in which a congruent covering transaction has been concluded with our supplier. The customer will be informed about the non-availability of the requested goods and services  by return. Any counter performance  effected will be returned without delay.
 
III. Prices and terms of payment
1. Prices offered are binding and ex works or warehouse, should not anything different be arranged in writing. Packaging, freight and insurance of goods as well as contractually agreed costs of the obligation to assembly the goods will be invoiced separately at the rates of the valid price list which will be sent out on request.  Legal value-added tax rates are included in price quotations for business with consumers, but they are not included for business with entrepreneurs. It will be recorded on the invoice at the rate valid on the date of delivery.
2. If a period of more than four months elapses between the conclusion of the contract and the date of delivery agreed upon,  we reserve the right to adjust prices according to increased underlying material and wage costs.
3. Payments of customers are due within 10 days upon receipt of invoice if not otherwise agreed upon. After this deadline the customer is in delayed performance without any further reminder.
4. We are not obliged to accept drafts or cheques. Acceptance agreed upon is performed only on account of payment, i.e. claims are satisfied only after their honouring. Discount charges and any costs arising for the honouring of amounts on drafts and cheques are charged to the account of customers.
5. The right to refuse performance and the right of retention are excluded in business with entrepreneurs. Consumers can exert the right of retention only if their counter claim is based on the same contract. Amounts can only be counter balanced by customers, if counter claims are expressly stated indisputable and valid.
6. In case of default payment we are entitled to charge consumers interests at a rate of  5 % above the respective base interest rate of the European Central Bank. Entrepreneurs will be charged interests at a rate of 8% above the respective base interest rate of the European Central Bank. In case the interest rate we have to pay to our bank is provably above these rates, we are entitled to charge interests at this higher rate.
7. All our claims are due immediately irrespective of the term of accepted and credited drafts and cheques, if a payment date is not complied with or the customer  contravenes any other contractual agreements or if we become aware of circumstances which are suited to decrease the creditworthiness of a customer.  Furthermore, in such a case we are entitled to supply outstanding deliveries only against advance payment or furnished security and to withdraw from the contract after granting a reasonable period of time within which to make performance and/or claim damages for violation of duties. We are also entitled to prohibit the resale of goods delivered subject to retention of ownership, to demand their return or the transfer of their indirect possession on the costs of the customer, and to revoke a direct debit authorisation.
 
IV. The right to revoke in case of remote sales contracts and door-to-door selling, cancellation
1. The consumer has the right to revoke his declaration of intention to conclude a contract within two weeks upon receipt of the goods. The revocation does not have to contain a reason and can either be declared in the form of written text or by returning the goods to us. The deadline is observed by sending it/them out in time.
2. When exerting his/her right to revoke, if the consumer is in possession of the goods, he/she is obliged to send the goods back if they are suited to be sent by package post. The costs of returning the goods in case of revoke are born by the customer if the ordered goods are valid less than EUR 40.- with the exception that the the received goods do not correspond to the ordered goods. If the goods ordered are valid more than EUR 40.-, the consumer does not have to bear the costs of sending them back.
3. The consumer is obliged to pay compensation for loss of value of goods used in accordance with the intended use. He/she is allowed to check the goods with due care and diligence. Any loss of value due to the use of the goods beyond their checking, leading to the fact that the goods can no longer be sold as ‘new’ goods, has to be compensated by the consumer.
4. The right to revoke is excluded in cases in which the goods have been manufactured on behalf and according to specifications of the consumer or have definitely been adjusted to the personal needs of the consumer,  or if their character is unsuited to be sent back.
5. The cancellation of orders not allowed to be annulled is only valid subject to our acceptance. In this case we can demand compensation for any costs arisen so far. We are entitled to calculate the costs at their actual amount or instead demand a lump sum of 8% of the order value. The costs of the return of goods are to be borne by the customer.
 
V. Retention of ownership
1. The goods delivered by us will remain in our ownership until the full amount of the agreed price has been paid (conditional goods).  In cases of contracts with entrepreneurs we reserve the right of ownership in all delivered goods until all outstanding debts of our business relationship, especially the respective balance of the current account, have been paid, even if payments for especially designated claims are made.
2. The customer is obliged to treat the goods carefully. If they require maintenance or inspection,  the customer is obliged to carry them out regularly and at his/her own costs.
3. The customer engages him-/herself to sell the conditional goods only within the scope of usual business and at his/her normal terms and conditions as long as he is not in delayed performance. He/she is entitled to resell the goods only on the condition that the claim from the resale is transferred to us according to the stipulations in the following paragraphs  3 - 5 . He/she is not authorised to any other dispositions of the conditional goods.
4. The customer already now transfers his/her claims from the resale of the conditional goods, that is independently from the fact whether the goods are resold to one or several buyers.
5. The customer is entitled to collect the transferred claims from the resale of the conditional goods up until our revocation which is possible at any time. We will use our right to revoke only in cases mentioned under paragraph II.7. If our claims our due, the customer is obliged to pay the collected amounts without delay.  In no case is the customer authorised to transfer the debts.
6. The customer is obliged to inform his/her buyer upon our request and without delay – if we do not inform his/her buyers ourselves – about the transfer of the claims to us. He/she has to prove that this information has been performed and is obliged to provide us at the same time with the details and documents necessary for the collection of the transferred claims. 
7. Upon request of the customer we are obliged to unfreeze the securities if their realisable value exceeds our claims by more than 20%. We reserve the right to choose the securities to be unfrozen.
8. If the conditional goods are manufactured or mixed with other goods not belonging to us, we acquire joint ownership in the new good in relation of the value of the conditional goods to the other manufactured parts.
9. The customer is obliged to inform us without delay about an attachment or any other infringement of the conditional goods by third parties. If the customer fails to meet a deadline for payment or contravenes any other contractual agreements or if we become aware of circumstances which are suited to decrease the creditworthiness of a customer, we can prohibit the resale of the conditional goods, demand their return to us or the transfer of their indirect possession at the costs of the customer, or revoke the direct debit authorisation,  and/or demand payment of the amounts collected by the customer or, if the goods have already been resold but not paid totally or partially, demand payment directly from the buyer of our customer.
10. We have the right to recover possession of the objects which are in our ownership, if we become aware of circumstances which appear to jeopardise the satisfaction of our claim by the customer. The right of retention against this right to recover possession can only be claimed within the scope of the provisions settled above in paragraph II.5.   The customer herewith agrees that persons charged with the collection of the goods are allowed to enter the premises (by foot or car) on which the objects are to be found. 
 
VI. Deadlines and times of delivery
1. The beginning of the  time of delivery stated is subject to the clarification of all technical details.
2. Compliance with the supply commitment furthermore requires the punctual and orderly performance of the obligation by the customer. The defence of non-performance of contract is reserved.
3. If the customer comes into default in accepting the delivery of goods and culpably violates other duties to co-operate, we have the right to claim damages for any loss caused including possible additional expenditure. Further claims are reserved.
4. If the provisions of paragraph 3. are existing, the risk of accidental loss or accidental deterioration of the goods is passed to the customer at the point of time when the latter has come into default in accepting the delivery of goods or into debtor’s delay.
 
VII. Packaging
The choice of packaging is our duty and will be made according to considerations of expediency. If possible we will take into account special requests of our customer, but this will not create  special obligations on our side.
 
VIII. Delivery and acceptance
1. We may choose the means of transportation and the shipping route with exclusion of liability. This exclusion is not valid if in business with entrepreneurs one of our executive employees, in business with consumers one of any of our employees, has at minimum used gross negligence.  
2. Goods which have been advised ready for shipment must be called off immediately, otherwise we have the right to put them on stock at our own discretion and at the cost and risk of the purchaser and to invoice them as delivered.
3. In sales to destinations according to buyer’s instructions the risk of accidental loss or accidental deterioration of the goods is passed to the customer at delivery to the forwarder or shipping agent, latest however ex works or warehouse.
4. In sales of consumer goods  as contemplated by section 474 of BGB (the German Civil Code)  the risk of accidental loss or accidental deterioration of the goods is passed to the consumer only at delivery. If the consumer is in default in accepting the delivery of goods, this is equal to a delivery.
5. We are obliged to conclude a contract on a transport insurance only upon the customer’s demand in writing. The costs are to be borne by the customer.
 
IX. Warranty and liability
1.  If the buyer is an entrepreneur, we grant warranty against defects at first by rectification of defects or by substitute delivery at our own choice.
2. If the buyer is a consumer, he/she at first has the choice whether the re-performance of the contract should be effected by rectification of defects or by substitute delivery. We have the right to deny the way of performance chosen if it is only possible at a unreasonable expense and if the other way of performance would be without disadvantages to the consumer.
3. If the re-performance fails, the customer can generally demand either reduction of purchase price or  rescission of (withdrawal from) the contract. However, in case of an only minor contractual defect, especially in the case of only minor defects in the quality of the goods, the customer does not have the right to withdraw from the contract.
4. Entrepreneurs are obliged to notify us in writing about apparent defects within two weeks from receipt of the goods, otherwise the assertion of warranty claims is excluded. The deadline is met by punctual dispatch.  The entrepreneur carries the full burden of proof of any conditions for claims, especially of the defect itself, of the point of time of ascertaining the defect and of the punctual formal complaint.
Consumers are obliged to notify us in writing about apparent defects within two months after the contractual defect in the state of the goods has been ascertained. Decisive for the meeting of the deadline is our receipt of the notification. If the consumer neglects to notify us, the  right of warranty claims extinguishes two months  after ascertaining the defect. This is not valid if we can be accused of an intention to deceive.  The burden of proof of the point of time of ascertaining the defect is carried by the consumer. If the consumer was made to buy the object by a false producer statement, he/she carries the burden of proof of his decision to buy. For used goods the consumer carries the burden of proof of the defective quality of the object.
5. If the customer chooses withdrawal from the contract due to contractual defects or defective quality after a failed re-post-performance, he/ she is not entitled to claim further damages.
 
6. For entrepreneurs the deadline for warranty claims is one year upon delivery of goods. For consumers the limitation period is two years upon delivery of goods. For used objects the limitation period is one year upon delivery of goods. This is not valid if the customer has not notified us of the  defect in time.
7. If the buyer is an entrepreneur, only the product description from the producer is valid as agreed quality. Public statements, extollings or advertisements by the producer do not represent contractual agreements of the quality of the goods.
8. If the customer receives defective assembly instructions, we are obliged to supply faultless assembly instructions only, and this only in cases in which the defect of the assembly instructions does not allow due assembly.
9. The customer is not granted any legal guarantees by us. Guarantees granted by the producer remain unaffected.
10. In cases of minor negligent violations of duties our liability is constrained to the average damage to be considered foreseeable, contractually typical and direct for this type of object. This is also valid in cases of minor negligent violations of duties committed by our legal representatives or persons employed in performing an obligation. In business with enterprises, we are not liable for minor negligent violations of inessential contractual duties.
11. The above-mentioned limitations to liability are not applicable to claims of the customer with regard to product liability. Furthermore, these limitations to liability are not applicable for bodily injuries or damages to the health of customers for which we can be charged or in case of the loss of the customer’s life.
12. Claims for damages made by a customer because of a defect are limited to one year from delivery of the goods. This is not valid if we can be accused of an intention to deceive.
 
X. Industrial property rights
1. Orders according to drawings, sketches or other details received from the customer are effected at his/her own risk with regard to copyright, design patent or proprietary rights. If by effecting such orders, any impairments of industrial property rights occur,  the customer will be claimed for any damage occurred through this impairment. 
2. We reserve the property rights and the copyright in any information and documents handed over (samples, cost estimates, drawings, documentation) – even in electronic form.  They are not allowed to be made accessible to others prior to our written consent.
 
XI. Transferability
The transfer of rights of customers from the contract with us is subject to our expressed consent. This is not applicable in the case of monetary claims in business with entrepreneurs.
 
XII. Final stipulations
1. Place of fulfilment is Pappenheim for both contractual parties. Place of jurisdiction  - also in draft and cheque proceedings -, if our contractual partner is an entrepreneur, is Pappenheim.
2. Even for deliveries abroad exclusively German law is applicable. The validity of United Nations Law on international commodity trade is disclaimed.
3. We are not liable for exports of our goods by our buyers to areas outside the Federal Republic of Germany, if industrial proprietary rights of third parties are violated by our products. The customer can be claimed for damages caused by us by the export of goods which are not expressly supplied for export. 
4. Should these stipulations be partly illegal or incomplete, the validity of the other stipulations remains untouched. A legally ineffective stipulation shall be replaced by such a legally effective stipulation that comes closest to  the economic purpose of the  legally ineffective stipulation.
 
last updated 10/2003