§1 Scope, Form
(1) These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) apply to all business relationships with our customers (hereinafter referred to as “Buyer”). The GTC apply only if the Buyer is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law, or a special fund under public law.
(2) These General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as “goods”), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, these General Terms and Conditions, in the version valid at the time of the buyer’s order or, in any case, in the version last communicated to the buyer in text form, shall also apply as a framework agreement to similar future contracts without us having to refer to them again in each individual case.
(3) Our General Terms and Conditions apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of express agreement applies in all cases, for example, even if the buyer refers to its own terms and conditions when placing an order and we do not expressly object to them.
(4) Individual agreements (e.g., framework supply contracts, quality assurance agreements) and information in our order confirmation take precedence over these General Terms and Conditions. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
(5) Legally relevant declarations and notices from the buyer relating to the contract (e.g., setting deadlines, notification of defects, withdrawal, or price reduction) must be submitted in writing. For the purposes of these General Terms and Conditions, “in writing” includes written and electronic form (e.g., letter, email, fax). Statutory form requirements and further evidence, particularly in cases of doubt regarding the declarant’s authorization, remain unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly amended or expressly excluded in these General Terms and Conditions.
§2 Conclusion of contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.
(2) The buyer’s order of goods constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt.
(3) Acceptance may be declared by us either in writing (e.g. by order confirmation) or implicitly by delivery of the goods to the buyer.
§3 Delivery period, delivery obstacles, delivery delay
(1) The delivery period will be agreed upon individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is 6 weeks from the date of dispatch of the order confirmation. In any case, the delivery period only begins once the buyer has provided all necessary documents, permits, and approvals, and, if a down payment has been agreed upon, has made this payment.
(2) If, for reasons beyond our control, we do not receive deliveries or services from our sub-suppliers or subcontractors despite proper and congruent procurement, i.e., despite a contractual agreement with the subcontractor prior to the conclusion of the contract with the buyer, which ensures that the buyer’s contractual claim can be fulfilled in accordance with the contract in terms of quantity, quality, and delivery period, or if force majeure events occur, i.e., unforeseen impediments to performance lasting more than 14 calendar days, we will inform our customer in writing in a timely manner and simultaneously provide the expected new delivery date. In this case, we are entitled to postpone delivery or performance for the duration of the impediment or to withdraw from the contract in whole or in part with respect to the unfulfilled portion, provided that we have complied with our aforementioned obligation to provide information and we are not obligated to procure the goods or services in the specific case; we will promptly refund any payment already made by the buyer. Cases of force majeure include, in particular, or are equivalent to: war, civil war, acts of terrorism, natural disasters, currency and trade restrictions, embargoes, sanctions, pandemics, strikes, lockouts, governmental and official interventions, energy and raw material shortages, transport bottlenecks beyond our control, operational disruptions beyond our control, e.g., due to fire, water and machine damage, and all other disruptions that, from an objective point of view, were not caused by our fault.
(3) If a delivery or performance date or period is bindingly agreed upon and the agreed delivery or performance date or period is exceeded by more than four weeks due to events as described in paragraph 2 above, or if, in the case of a non-binding performance date, adherence to the contract is objectively unreasonable for the buyer, the buyer is entitled to withdraw from the contract with respect to the unfulfilled part. The buyer has no further rights in this case, in particular no claims for damages.
(4) The commencement of our delivery delay is governed by the statutory provisions. In any case, however, a reminder from the buyer is required.
(5) The rights of the buyer pursuant to Section 8 of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
§4 Delivery, partial deliveries, over- and under-deliveries, transfer of risk, acceptance, default of acceptance
(1) Delivery shall be made by dispatch from the factory, which is also the place of performance for the delivery and any subsequent performance. Delivery shall be made at the buyer’s expense to the location specified by him. Unless otherwise agreed, we are entitled to determine the method of dispatch (in particular the transport company, shipping route, packaging).
(2) Partial deliveries are permitted insofar as they are reasonable for the buyer. Each partial delivery shall be considered a separate transaction and may be invoiced separately.
(3) Over- or under-deliveries of up to 10% of the agreed total quantity are permitted, provided this is customary in the trade or cannot be avoided for production-related reasons. The purchase price will be adjusted accordingly.
(4) The risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. If acceptance is agreed upon, this is decisive for the transfer of risk. Furthermore, the statutory provisions governing contracts for work and services apply accordingly to any agreed-upon acceptance. Delivery or acceptance is deemed to have occurred if the buyer is in default of acceptance.
(5) If the buyer defaults on acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of 0.5% of the order value per calendar week, starting from the delivery deadline or – in the absence of a delivery deadline – from the notification of the goods being ready for shipment.
The right to prove a higher loss and our statutory rights (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum will be credited against any further monetary claims. The buyer is entitled to prove that we have incurred no loss at all or only a significantly lower loss than the aforementioned lump sum.
§5 Prices, price adjustment reservation, terms of payment
(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex works, plus statutory value added tax.
(2) After conclusion of the contract, we are entitled, at our reasonable discretion, to adjust the prices payable by the buyer under the respective contract to reflect developments in the costs relevant to the price calculation. A price increase is possible, and a price reduction is required, if, for example, the costs of procuring energy or raw materials increase or decrease, or if other changes in the energy-related or legal framework lead to a changed cost situation for which we are not responsible. Increases in one type of cost, such as the procurement costs of electricity and gas, may only be used to justify a price increase to the extent that they are not offset by any decreases in costs in other areas, such as the procurement costs of raw materials. In the event of cost decreases, such as in the procurement costs of energy, we must reduce the prices to the extent that these cost decreases are not fully or partially offset by increases in other areas. In exercising our reasonable discretion, we will choose the timing of any price changes in such a way that cost reductions are not taken into account according to standards less favorable to the buyer than cost increases, i.e., cost reductions will have at least the same impact on prices as cost increases.
(3) In the case of a sale involving shipment (Section 4 Paragraph 1 of these General Terms and Conditions), the buyer shall bear the transport costs from the factory and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.
(4) The purchase price is due and payable within 10 days with a 2% discount, or within 30 days of invoicing and delivery or acceptance of the goods to the bank account details provided to the buyer. However, even within the framework of an ongoing business relationship, we are entitled at any time to make delivery, in whole or in part, only against prepayment. We will declare such a reservation no later than with the order confirmation.
(5) Upon expiry of the payment period pursuant to paragraph 4, the buyer shall be in default. Interest shall accrue on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial default interest (§ 353 HGB) remains unaffected.
(6) The buyer is only entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counterclaims, in particular pursuant to Section 7 Paragraph 6 Sentence 2 of these General Terms and Conditions, remain unaffected.
(7) If, after conclusion of the contract, it becomes apparent (for example, through the filing of an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer’s lack of solvency, we are entitled to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract in accordance with statutory provisions (§ 321 German Civil Code). In the case of contracts for the production of non-fungible goods (custom-made items), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
§6 Retention of Title
(1) We retain title to the goods sold until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).
(2) Goods subject to retention of title may not be pledged or assigned as security to third parties before full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties seize goods belonging to us (e.g., attachments).
(3) In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and/or to demand the return of the goods based on our retention of title. A demand for return does not automatically constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price when due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success, or if setting such a deadline is unnecessary under statutory provisions.
(4) The buyer is authorized, until further notice in accordance with section c) below, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
- The retention of title extends to products resulting from the processing, mixing, or combining of our goods, to their full value, with us being considered the manufacturer. If, in the case of processing, mixing, or combining with goods belonging to third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same provisions apply to the resulting product as to the goods delivered under retention of title.
- The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, either in their entirety or to the extent of our potential co-ownership share as described in the preceding paragraph. We accept this assignment. The buyer’s obligations set forth in paragraph 2 also apply with respect to the assigned claims.
- The buyer remains authorized to collect the receivables alongside us. We undertake not to collect the receivables as long as the buyer fulfills their payment obligations to us, there is no impairment of their ability to perform, and we do not assert our retention of title by exercising a right pursuant to paragraph 3. However, if any of these conditions are met, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the buyer’s authorization to resell and process the goods subject to retention of title.
- If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer’s request.
§7 Buyer’s claims for defects
(1) The statutory provisions apply to the buyer’s rights in the event of material defects and defects of title (including incorrect or short deliveries as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the special statutory provisions regarding the reimbursement of expenses upon final delivery of newly manufactured goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 paragraph 5, 327u of the German Civil Code (BGB)) remain unaffected, unless an equivalent compensation has been agreed upon, e.g., within the framework of a quality assurance agreement.
(2) The basis of our liability for defects is primarily the agreement reached regarding the quality and intended use of the goods (including accessories and instructions). For the purposes of this agreement, all product descriptions and manufacturer specifications that are part of the individual contract or that we have made publicly available (in particular in catalogs or on our website) at the time of the conclusion of the contract are considered quality agreements. Insofar as the quality has not been agreed upon, the statutory provisions shall determine whether a defect exists or not (§ 434 paragraph 3 of the German Civil Code). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the product label, take precedence over statements made by other third parties.
(3) For goods with digital elements or other digital content, we are only obligated to provide and, if necessary, update the digital content to the extent that this is expressly stipulated in a quality agreement pursuant to paragraph 2. We assume no liability for public statements made by the manufacturer or other third parties in this respect.
(4) We are generally not liable for defects that the buyer knew about at the time of conclusion of the contract or that the buyer failed to know about due to gross negligence (§ 442 German Civil Code). Furthermore, the buyer’s claims for defects are contingent upon the buyer having complied with their statutory obligations to inspect and notify us of defects (§§ 377, 381 German Commercial Code). In the case of building materials and other goods intended for installation or further processing, an inspection must be carried out in any case immediately before processing. If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified of this in writing without undue delay. In any case, obvious defects must be reported in writing within 10 working days of delivery, and defects not detectable upon inspection must be reported in writing within the same period after their discovery. If the buyer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. In the case of goods intended for installation, attachment, or assembly, this also applies if the defect only becomes apparent after the corresponding processing as a result of a breach of one of these obligations. In this case, the buyer has no claim to reimbursement of corresponding costs (“removal and installation costs”).
(5) If the delivered goods are defective, we may initially choose whether to remedy the defect by repair or by delivering a replacement. If the method of remedy chosen by us is unreasonable for the buyer in a particular case, the buyer may refuse it. Our right to refuse remedy under the statutory conditions remains unaffected.
(6) We are entitled to make the required subsequent performance conditional upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
(7) The buyer must grant us the necessary time and opportunity to fulfill our obligation to remedy the defect, in particular by providing the goods in question for inspection. In the case of replacement delivery, the buyer must return the defective item to us at our request in accordance with statutory provisions; however, the buyer has no right of return. Remedying the defect does not include the removal, dismantling, or disassembly of the defective item, nor the installation, fitting, or fitting of a non-defective item if we were not originally obligated to perform these services; the buyer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
(8) We will bear or reimburse the expenses necessary for inspection and subsequent performance, in particular transport, travel, labor and material costs, as well as any removal and installation costs, in accordance with the statutory provisions and these General Terms and Conditions, if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred due to the unjustified request for rectification of defects if the buyer knew or negligently failed to know that no defect actually existed.
(9) In urgent cases, e.g., if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified of such self-remedy immediately, and if possible beforehand. The right to self-remedy does not exist if we would be entitled to refuse subsequent performance in accordance with statutory provisions.
(10) If a reasonable deadline set by the buyer for subsequent performance expires without success, or if subsequent performance is unnecessary according to statutory provisions, the buyer may, in accordance with statutory provisions, withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.
(11) The buyer’s claims for damages or reimbursement of futile expenses exist even in the case of defects only in accordance with § 8 of these General Terms and Conditions and are otherwise excluded.
§8 Other liability
(1) Unless otherwise provided in these General Terms and Conditions, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We shall be liable for damages – regardless of the legal basis – within the scope of liability for fault in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., due diligence in one’s own affairs; insignificant breach of duty), only
- for damages resulting from injury to life, body or health,
- for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damages.
(3) The limitations of liability arising from paragraph 2 also apply to third parties and to breaches of duty by persons (even those acting in their favor) for whose fault we are responsible under statutory provisions. They do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been given, nor do they apply to claims by the buyer under the Product Liability Act.
(4) Due to a breach of duty that does not constitute a defect, the buyer may only withdraw from or terminate the contract if we are responsible for the breach. The buyer’s right to terminate the contract at will (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.
§9 Statute of Limitations
(1) Notwithstanding Section 438 paragraph 1 no. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance is agreed upon, the limitation period begins with acceptance.
(2) If the goods are a building or an item that, according to its usual purpose, has been used for a building and has caused its defectiveness (building material), the limitation period is five years from delivery in accordance with the statutory provisions (Section 438 Paragraph 1 No. 2 of the German Civil Code). Other special statutory provisions regarding limitation periods remain unaffected (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b of the German Civil Code).
(3) The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in a specific case. Claims for damages by the buyer pursuant to Section 8 paragraph 2 sentences 1 and 2 (a) and under the Product Liability Act are subject exclusively to the statutory limitation periods.
§10 Intellectual Property Rights and Patents
We are not obliged to check whether the manufacture and/or use of the delivered item, if it deviates from our standard catalog program at the customer’s request, infringes patents or other intellectual property rights of third parties.
The customer hereby indemnifies us against all potential claims by third-party intellectual property rights holders in this case. The customer is obligated to respect the patents and intellectual property rights used in our manufacturing and technology and neither to reproduce our devices, their components, nor their accessories, nor to make them available to third parties for reproduction.
§11 Choice of Law, Jurisdiction and Severability Clause
(1) These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction – including international jurisdiction – for all disputes arising directly or indirectly from the contractual relationship is our registered office in Herdwangen-Schönach. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the buyer’s general place of jurisdiction. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.
(3) If any provision of these General Terms and Conditions is wholly or partially invalid, the remaining provisions shall remain unaffected. The invalid clause shall be replaced by the applicable statutory provisions.
As of April 2026
