General Terms and Conditions (GTC)
Delivery and Payment Terms
Section 1 General Provisions, Scope of Application of the Terms
The following delivery and payment terms are, in dealings with entrepreneurs, an integral part of all offers and contracts of the seller for the supply of goods, including those specially manufactured, and also apply to ongoing and future business relationships. In the following, the term “entrepreneurs” shall be understood to include, in addition to an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special public funds (Section 310 (1) Sentence 1 BGB).
These terms and conditions apply exclusively to all contracts of the seller for deliveries and services, as well as to all quasi-contractual obligations within the meaning of Section 311 (2) and (3) BGB. The buyer’s purchasing conditions and other conflicting terms and conditions are excluded, even if presented as a counter-confirmation to deviating contractual conditions. Such confirmations and conditions are hereby expressly rejected.
Section 2 Offer and Conclusion of Contract
Offers from the seller are always non-binding. They do not constitute a binding offer for us, and we therefore assume no procurement risk. Statements by the seller are binding only if expressly designated as such or included in an order confirmation. Technical specifications contained in offers and order confirmations constitute guarantees only if explicitly referred to as a guarantee or assurance; otherwise, they are merely descriptions of quality.
Contracts and other agreements, particularly collateral agreements and guarantees (assurances), as well as subsequent contract amendments and supplements, require written confirmation from the seller to be effective. The confirmation is decisive for the content of the contract.
If the seller provides drawings, plans, or sketches concerning the installation or other use of the goods sold, this service is rendered without separate remuneration and within the scope of concluded purchase contracts. If such documents are sent during the offer phase and no contract is concluded, all such documents must be returned immediately and unsolicited. All drawings, plans, and sketches (offer documents) provided before the conclusion of the contract are furnished without detailed technical examination and merely serve as descriptions of the goods and their general potential applications, which can be ordered from the seller.
Plans and drawings that address specific applications based on the buyer’s needs and the requirements of a particular construction project (production documents) are only supplied after a purchase contract has been concluded. Production documents are also provided without separate remuneration, unless a separate payment obligation has been contractually agreed upon. Production documents always supersede all non-binding documents issued before the conclusion of the contract.
Even with production documents, only requirements discernible from the documents submitted to the seller are considered. An on-site inspection by the seller and the consideration of planning requirements only identifiable on-site by the seller will only occur if the seller is separately commissioned for a separate fee.
In any case, the buyer is obliged to check all offer and production documents provided by the seller for their suitability for the specific intended use by the buyer.
Section 3 Prices
The seller’s prices are net prices, to which value-added tax (VAT) will be added at the rate valid at the time of delivery.
Prices are ex works Paderborn/Reken and do not include ancillary costs for packaging, freight, insurance, and other shipping costs, unless the pricing has been expressly defined otherwise by the seller at the time of contract conclusion.
Section 4 Delivery and Delivery Time
Delivery periods or dates (delivery time) are always considered non-binding, i.e., approximate, unless a binding delivery time has been agreed upon in text form in individual cases or verbally agreed upon and confirmed in text form.
Even binding deadlines are always subject to correct and timely self-delivery, unless a procurement risk of the seller has been contractually agreed upon in individual cases or can be inferred from the other content of the contractual relationship.
Furthermore, if agreed, they also require the payment of a down payment or the opening of a letter of credit with a German bank.
Delivery periods do not commence before the buyer receives the seller’s confirmation.
Adherence to the delivery time requires the timely receipt of all documents to be supplied by the buyer and other information necessary for the seller to execute the order, including the buyer’s approval for the specific execution of the order in text form. If these conditions are not met in a timely manner, the delivery time will be extended appropriately; this does not apply if the seller is responsible for the delay.
Partial deliveries are permissible insofar as it is reasonable for the buyer, particularly with regard to their interest in the fulfillment of the contract, and the seller has a special interest in making the partial delivery. This special interest of the seller exists particularly when parts of a delivery must first be ordered from third-party manufacturers, leading to delivery delays.
The place of performance is the Paderborn/Reken warehouse. Unless otherwise agreed, the goods will also be shipped to the delivery address requested by the buyer upon their request (sale by dispatch according to Section 447 BGB). The risk passes to the customer, even when shipped from a warehouse and in the case of a drop shipment from our sub-supplier’s warehouse, as soon as the item has been delivered to the forwarder, carrier, or other person or institution designated for carrying out the shipment.
At the customer’s request, we will take out transport insurance at their expense.
If the buyer changes their instructions regarding the delivery address, they must bear any resulting additional costs in addition to the shipping costs. In the case of sales ex works Paderborn/Reken, the risk passes to the buyer upon handover; in this case, loading onto their means of transport is the buyer’s responsibility and at their risk. For sales by dispatch, the buyer must ensure that the construction site access is suitable for trucks.
If a non-binding delivery time is exceeded by at least 50% of the non-binding delivery period or by at least two weeks, the buyer may put the seller in default according to Section 286 BGB. In any case of delivery delay, the customer is entitled to withdraw from the contract if the legal requirements are met (e.g., if they have unsuccessfully set us a reasonable deadline or if setting a deadline is unnecessary).
Section 5 Payment
The granting of a cash discount requires agreement. It is always conditional on no other due claims of the seller against the buyer being outstanding. Only the value of the goods, excluding packaging, freight, and services, is eligible for a cash discount.
Payment difficulties of the buyer, particularly default on partial payments or dishonored checks, entitle the seller to execute outstanding partial deliveries only against advance payment or security. Furthermore, the seller may declare all outstanding, including deferred, invoice amounts immediately due and payable, and demand cash payment or security. In the case of delivery on call, the buyer also becomes subject to advance payment.
The offsetting of counterclaims by the buyer is only permissible if these have been acknowledged by the seller or legally established.
Section 6 Retention of Title
Delivered goods remain the property of the seller until the purchase price has been paid and all other claims arising from the business relationship and in connection with the purchased item have been settled. The inclusion of individual claims in a current account or the balancing and their acknowledgment do not cancel the retention of title. If a bill of exchange liability of the seller is established in connection with the buyer’s payment of the purchase price, the retention of title does not expire before the bill of exchange is honored by the buyer as the drawee.
In case of default of payment by the buyer, the seller is entitled to reclaim the reserved goods after a reminder, and the buyer is obliged to surrender them.
If the seller loses their retention of title according to Section 946 BGB, the buyer hereby assigns, in advance and with priority over the remainder, the resulting claims, including all ancillary and security rights, against their client from the contract underlying the installation or other connection, as well as any claims against third parties, up to the invoice amount plus a security surcharge of 10% (which shall not be taken into account if third-party rights conflict with it). The seller hereby accepts this assignment.
If the reserved goods are sold by the buyer, either alone or together with goods not belonging to the seller, the buyer hereby assigns, in advance and with priority over the remainder, the claims arising from the resale, up to the invoice amount of the reserved goods plus a security surcharge of 10% (which shall not be taken into account if third-party rights conflict with it), with all ancillary and security rights, to the seller. The seller hereby accepts this assignment.
The buyer is entitled and authorized to resell or otherwise utilize the reserved goods only in the ordinary course of their business and only on the condition that the claims within the meaning of paragraphs 3 and 4 actually pass to the seller. The buyer is not entitled to other dispositions, in particular pledging and collateral assignment of the reserved goods.
The seller authorizes the buyer, subject to revocation, to collect the claims assigned in advance according to paragraphs 3 and 4. As long as the buyer fulfills their payment obligations, the seller will not exercise this right of revocation. Upon the seller’s request, the buyer must name the debtors of the assigned claim and notify them of the assignment. The seller is also authorized to notify the debtors of the assignment themselves.
The buyer is obliged to inform the seller immediately of any enforcement measures by third parties against the reserved goods or assigned claims, providing the documents necessary to safeguard the seller’s rights.
If the buyer ceases payments, or if insolvency proceedings are applied for or opened against their assets, the right to resell and utilize the reserved goods, as well as the authorization to collect the assigned claims, shall expire. The same applies in the event of a dishonored check or bill of exchange.
If the nominal value of the granted securities exceeds the claims by more than 25%, the seller is obliged, at their discretion, to retransfer or release the excess value exceeding 25%. Only upon settlement of all claims of the seller arising from the business relationship does the buyer acquire full ownership, and the assigned claims are retransferred to them.
Section 7 Warranty
The customer can only expect a suitability or usability of the goods that goes beyond or deviates from their ordinary use, or a quality that is not customary for goods of the same type, if this results from a corresponding agreement or from public statements within the meaning of Section 434 (3) Sentence 1, No. 2b, Sentence 3 BGB.
The information, illustrations, drawings, weight or dimension specifications, or other technical data contained in catalogs and other advertising materials, as well as referenced E-, DIN-, VDE standards or data, do not constitute guarantees (assurances), but merely descriptions of quality within the meaning of Section 434 (3) Sentence 1, No. 2b, Sentence 3 BGB, which can be corrected at any time until the conclusion of the contract.
Identified uses relevant to the goods under the European Chemicals Regulation REACH do not constitute either an agreement on a corresponding quality of the goods nor a use presupposed by the contract.
If the buyer is a merchant within the meaning of the German Commercial Code (HGB), the obligations under Section 377 HGB apply to them. The inspection and, if a defect appears, the notification of defects, must take place no later than two working days, but in any case before processing or installation of the purchased items. The seller regularly responds to notifications of defects within six working days of receipt. If the processing or installation of the purchased items is to take place before this time, the buyer is obliged to inform the seller thereof. This notification must be made at least two working days before the intended processing or installation, provided that the postponement by this period is not unreasonable for the buyer with regard to the possible consequences of the postponement, also taking into account the seller’s interest in checking the notification of defects and minimizing the damage. If the buyer fails to comply with this obligation, the delivery shall also be deemed approved in this case on the basis of the statutory regulation.
Non-commercial customers must inspect the delivered goods as soon as possible after their arrival for material defects, incorrect delivery, and quantity errors. Obvious defects must be reported in text form within 8 days of arrival.
In case of defects, the seller has the right to choose supplementary performance. Reimbursement of defect-related construction costs is limited to 5% of the order sum per claim, provided the buyer is not a consumer.
The limitation period is:
5 years for building materials that have caused defects in the structure,
1 year in all other cases.
Section 8 Liability
The seller is liable without limitation for intent, gross negligence, injury to life, body or health, product liability, and assumed guarantees.
In cases of slight negligence, the seller is liable only for the breach of essential contractual obligations (cardinal obligations), but limited to the typical, foreseeable damage.
Limitations of liability do not apply to claims under Sections 281 to 284 BGB and if insurance coverage exists.
This liability regulation also applies to quasi-contractual obligations (Section 311 (2) and (3) BGB).
Section 9 Written and Text Form, Place of Jurisdiction, Applicable Law
Written and text form are sufficient within the meaning of the BGB (Section 127). Originals may be requested.
Place of jurisdiction: Local Court Eggenfelden or Regional Court Landshut – for merchants or legal entities under public law or if no domestic place of jurisdiction exists.
German law applies exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
No participation in dispute resolution proceedings before consumer arbitration boards (Section 36 VSBG).
