1. Price/Invoicing

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a) Our price does not include incidental expenses such as, in particular, packing and forwarding expenses. These will be additionally charged, if appropriate.

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b) The statutory value-added tax will be added to all of the costs named above.

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c) The purchase price is due with receipt of the invoice and is to be settled by you without deduction within 30 days from the date of the invoice.

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2. Period of notice of defect

 

You shall notify us in text form giving an exact description of the defect; for obvious defects, such notification must take place immediately after delivery, no later than 10 working days following receipt of the Object of Purchase. In case of hidden defects Section 377 (3) German Commercial Code (Handelsgesetzbuch) shall apply; in this case the text form requirement and an exact description of the defect are also required for the notification. If you fail to provide a notification within the specified time limit, the Object of Purchase shall be deemed accepted.

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3. Warranty

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In the event of defects, you shall first grant us an opportunity for subsequent fulfilment. You can claim compensation for any necessary expenses resulting herefrom in accordance with applicable statutory provisions. Should subsequent fulfilment fail, you can choose to reduce the compensation for the defective performance in accordance with the statutory provisions or withdraw from the agreement for this performance. Compensation for damages instead of performance due to defects is excluded. In all other respects, cf. 4 shall apply.

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4. Other exclusions and limitations of liablility

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Our liability for wrongful acts or omissions and for corresponding acts or omissions of our governing bodies, vicarious agents and parties employed in performing a contractual obligation for whom the principal is vicariously liable during or in association with the performance of our work is limited as follows:

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a) We shall have unlimited liability in the event of willful or grossly negligent acts or omissions and in the event of injuries to life, limb and health, as well as for claims arising from the Product Liability Act.

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b) With the exception of injuries to life, limb and health and claims arising from the Product Liability Act, liability for damages shall be excluded in the event of slight negligence unless there is a violation of a contractual obligation whose fulfillment is required for the proper performance of the contract and which one can ordinarily trust to be observed (material obligation (Kardinalpflichten)). In this case, our liability is limited to foreseeable damages typical of contracts of this type.

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c) As far as our liability is excluded or limited, the same shall apply for the personal liability of the persons acting on our behalf, including our legal representation.

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5. Intellectual Property Rights

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You shall be liable for any infringement of third-party proprietary rights resulting from the acceptance and use of your materials, e.g. documents provided by you for the fulfillment of the order, and shall indemnify us against any such claims. License fees or costs which arise in order to avoid such proprietary right infringements shall be borne by you.

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6. Respite

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In the event of a respite due to impairment of performance, you shall grant a sufficient respite that shall be extended by the period of time we may require to procure the third-party supplies or services required for our performance.

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7. Period of limitations

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a) Claims against us due to defects (cf. 3) shall be time-barred one year from the statutory beginning of the limitation period.

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b) The regular limitation period (§ 195 BGB) for other claims against us than claims for defects (cf. 4), shall be two rather than three years from the statutory beginning of the limitation period.

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c) The aforementioned shortenings of the limitation period shall not apply for claims arising from willful misconduct or gross negligence, for claims arising from the Product Liability Act, for claims due to injury to life, limb or health, or for claims due to the breach of material obligations within the meaning of 4 b). In these cases the statutory limitation periods shall apply.

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8. Confidentiality

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All (technical) information which you give us or transfer to us during the carrying out of our performance and which is marked or designated as confidential will be treated by the particular receiver as being confidential.

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9. Conclusion of contract

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A sales contract with the content of this offer is reached by the placing of the order on your part and the provision of an order confirmation or notice of delivery on our part. All of the information included in our brochures etc. represents an invitation for a presentation of a contractual offer and is not a binding contractual offer.

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10. Place of jurisdiction and applicable law

 

An order shall be governed by the substantive law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). This shall also apply to non-contractual claims in as far as these have a connection to the contract, in particular for claims on product liability and compensation for defects.

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The place of jurisdiction for both parties is Cologne. We retain the right, however, to alternatively assert our claims at your general place of jurisdiction.

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11. Exclusion of the applicability of general terms and conditions

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General terms and conditions stipulated by you (especially terms and conditions of purchase) do not become part of the agreement; neither do we stipulate general terms and conditions other than comprised in these terms. In case any declaration of acceptance of order or any other correspondence from our side should refer to general terms and conditions not included in these terms, such referral is solely due to data processing reasons and shall not constitute a declaration of intention concerning the inclusion of such additional general terms and conditions in the agreement.

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State, 1st of January 2024

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