General Terms and Conditions
for Commercial Transactions
§ 1 Scope
1. The following conditions shall apply exclusively and to all offers and supplies.
Conflicting conditions of the customer are not binding, even if the supplier does not
explicitly contradict or if the supplier executes the delivery without reservations,
unless the conflicting conditions are expressly designated as binding in writing by
2. The supplier maintains title and copyright with regard to all quotations and
other documents. Such documents shall not be made available to third parties
without the supplier’s prior consent.
3. With regard to the scope of delivery the written order confirmation of the supplier
shall be authoritative, in case of an offer of the supplier with a time limit and a timely
acceptance the offer shall be authoritative, unless an order confirmation is
submitted in time. Collateral agreements and changes to the agreement at the time
of concluding the contract shall require the written confirmation of the supplier or his
agent. After entering into the contract, oral agreements may only be entered into
between the customer and the supplier or their respective agents.
4. The supplier reserves the right during the delivery time to provide changes of the good delivered resulting from technological improvements or requirements of the legislator, unless the delivery good is substantially modified and the modifications may not be reasonably accepted by the customer.
§ 2 Prices
In the absence of a specific agreement to the contrary, prices are ex works
including loading ex works, however, excluding packaging. Additionally, value
added tax in the respective statutory amount has to be added. The supplier does
not accept to take the packaging back.
§ 3 Terms of Payment
1. Unless expressly agreed upon otherwise, payments shall be made in cash without
any deductions at the suppliers domicile promptly upon the invoice date or the
submission of the dispatch note. With regard to delay in payment statutory rules
shall apply. If the customer is in default with payments, the supplier shall be entitled
to request payment of default interest in the amount of 8 % per year over the
respective base discount rate.
2. The customer shall only be permitted to offset if counter-claims have been
confirmed by a final judgment, are ready for a decision, are undisputed or are
acknowledged by the supplier. Furthermore, the customer shall only have a right of
retention if his counter-claim results from the same contractual relationship.
§ 4 Delivery Time
1. The compliance with the delivery obligation by the supplier requires the timely and
orderly performance of the customer’s duties. The right to raise the defense of lack
of performance of the contract remains reserved.
2. If the customer is in default of acceptance or if he culpably violates other
cooperation duties, the supplier may request the reimbursement of the damage
sustained by supplier in this regard, including possible additional costs. Further
claims remain reserved.
3. In so far as the requirements of para. 3 are met, the risk of the accidental perishing
of the product or the risk of an accidental deterioration of the product shall pass to
the customer at the time the customer is in default of acceptance or in default of
4. The supplier shall be liable pursuant to statutory provisions if the underlying sales
agreement is a transaction in which time is of the essence within the meaning of
sec. 286 para. 2 no. 4 German Civil Code or sec. 376 German Commercial Code.
The supplier shall also be liable pursuant to statutory provisions if, because of a
default in delivery as to which the supplier is liable, customer is entitled to claim that
his interest in a further performance of the contract no longer exists.
5. Furthermore, the supplier shall be liable pursuant to statutory provisions in so far as
the default in delivery is based on a breach of contract, as to which the supplier is
liable because of his intentional or grossly negligent conduct; a fault by an agent or
by a person employed by the supplier in the performance of his obligation shall be
attributed to the supplier. If the default in delivery is not caused by an intentional
breach of contract as to which the supplier is liable, the damages to be paid by the
supplier shall be limited to the foreseeable damage which does typically occur.
6. The supplier shall also be liable pursuant to statutory provisions if the default in
delivery as to which supplier is liable results from a culpable violation of substantial
contractual duties; in this case a claim for damages shall be limited to the
foreseeable damage which does typically occur.
7. If the dispatch is delayed on the customer’s demand, the customer will be charged
with the costs caused by the storage following a period of one month after the
notice of dispatch, when stored in the work of the supplier, these costs amount to at
least 0.5 % of the invoice amount for each month.
8. Further statutory claims and rights of the customer shall remain unaffected.
§ 5 Passage of Risk
1. Unless dealt with otherwise in the order confirmation, the parties agree on a delivery
ex works, i. e. the passage of risk shall occur at the latest with the shipment of the
good to the customer, even in case partial deliveries are made. Upon request of the customer, at his expense, the delivery may be insured by the supplier against theft, destruction, transport, fire and water damages as well as other insurable risks.
2. If the delivery is delayed for reasons as to which the supplier is liable, the risk shall
pass to the customer at the date of the dispatch readiness.
3. Partial deliveries shall be permitted.
§ 6 Reservation of Title
1. The supplier reserves the title with regard to the goods until all claims of the supplier
against the customer resulting from the business relationship as of the date the
agreement is entered into, including all claims resulting from subsequent orders,
additional orders or orders of spare parts. This shall also apply if some or all claims
of the supplier are combined in a current account and if a new balance is stricken
2. In case of a breach of contract by the customer, particularly in case of default with
payment, the supplier shall have the right, upon submitting a warning letter with a
reasonable deadline, to take the delivery good back. The return of the good to the
supplier shall be deemed as the rescission from the contract.
3. The customer shall inform the supplier promptly in writing of pledges or other acts of
third parties and shall submit all necessary information to enable the supplier to
initiate a claim pursuant to sec. 771 German Code of Civil Procedure. If the third
party is not able to reimburse to the supplier court costs and out-of-court costs with
regard to a claim pursuant to sec. 771 German Code of Civil Procedure, the
customer shall be liable for such costs.
4. The customer shall be entitled to resell the good in the ordinary course of business.
However, the customer hereby assigns to the supplier all claims up to the amount of
the final invoice amount (including value added tax) agreed upon with the supplier,
which claims the customer obtains from reselling against the further customer or
third parties, regardless of whether the good subject to a reservation of title is sold
after the processing or not. The customer shall be entitled, even after the
assignment, to collect the debts. The right of the supplier to collect the debts himself
shall remain unaffected. The supplier agrees not to collect the debts as long as the
customer complies with his payment duties properly, as long as the customer is not
in default with payments and as long as no application to adjudicate insolvency or
composition proceedings are filed or a suspension of payment exists. In this case,
however, the supplier may request that the customer informs the supplier of the
debts assigned and the respective debtors, that the customer shall submit all
information necessary to collect the debts, submits all necessary documents and he
shall inform the debtor (third party) of the assignment.
5. The processing and manufacturing of the good by the customer shall always be
made in favor of the supplier. If the good is processed together with other goods not
delivered by the supplier, the supplier shall obtain joint title with regard to the newly
manufactured good proportionally to the objective value of the good as compared to
the value at the time of the processing of the other goods processed. Otherwise, the
same rules applicable to the delivery of a good sold subject to a reservation of title
shall apply to the good being processed.
6. The suppliers agrees to release securities obtained by him, upon request of the
customer, in so far as the value of the securities, as compared to the claims not yet
settled, exceeds such claims by more than 10 %; the selection of the securities to
be released shall be made by the supplier.
§ 7 Liability for Defects
1. The claiming of liability for defects by the customer requires that he has complied
with his duty to examine and object to defects orderly pursuant to sec. 377 German
2. If the good delivered is defective, the supplier may, at his option, provide for a
subsequent delivery as removal of the defect or delivery of another good free of
defects. In case of a removal of the defect, the supplier shall bear the expenses up
to the amount of the sales price.
3. If the subsequent delivery fails, the customer may, at his option, request the
rescission of the contract or the reduction of the sales price.
4. The supplier shall be liable pursuant to statutory provisions in so far as the
customer claims damages based on intentional or grossly negligent conduct of the
supplier, including intentional or grossly negligent conduct of the agents of persons
employed by the debtor in the performance of his obligation. The liability for
damages shall be limited to the foreseeable damage which would typically occur,
unless the supplier has acted intentionally.
5. The supplier shall be liable pursuant to statutory provisions if he has culpably
violated a substantial contractual duty; in this case the liability for damages shall be
limited to the foreseeable damage usually occurring in such cases.
6. The liability for a culpable injury to life, body or health shall remain unaffected; this
shall also apply to the mandatory liability pursuant to the Products Liability Act.
7. Unless anything to the contrary has been regulated above, the liability shall be
excluded. This applies particularly to: inappropriate or improper use by the customer
or third parties.
8. The limitation period for liability claims shall be 12 months as of the passage of risk.
9. The limitation period in case of a delivery recourse pursuant to secs. 478, 479
German Civil Code shall remain unaffected; such limitation period shall be five
years upon the delivery of the defective good.
§ 8 Confidentiality
The parties agree to keep confidential all information received with regard to the other
party, particularly regarding documents, models and tools, which have been explicitly
designated as confidential or as to which the confidentiality results from the circumstances,
without any time limit and the parties shall refrain from preparing copies, submitting such
confidential information or using this information outside the scope of the contract. The
parties agree to impose a respective confidentiality duty upon their respective persons
employed in the performance of the obligation and their agents.
§ 9 Place of Performance and Jurisdiction
1. The place of performance shall be the suppliers work, unless anything to the
contrary results from the order confirmation.
2. With regard to all disputes resulting out of or in relation to the contractual
relationship, a law suit shall exclusively be initiated at the competent court at the
principal place of business of the supplier, provided the customer is a merchant, a
legal person pursuant to public law or a public law trust. The supplier shall also be
entitled to file a law suit at the principal place of business of the customer.
3. The substantive law of the Federal Republic of Germany shall apply. The provisions
of the Vienna UN Convention on the International Sale of Goods of April 11, 1980,
shall not apply.