General terms and conditions of purchase (GCP)
status as of: July 2026
This English version is provided for information purposes only. In the event of any discrepancy or inconsistency between the German and the English versions, the German version shall prevail.
1. Scope
1.1
These General Terms and Conditions of Sale ("GTCS") shall apply to all business relationships between us and our customers ("buyer"). These GTCS shall only apply where the buyer is an entrepreneur (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law pursuant to Section 310 (1) BGB.
1.2
These GTCS shall apply exclusively. Any deviating, conflicting or supplementary general 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 application in writing. This requirement for consent shall also apply where the buyer refers to its own general terms and conditions when placing an order and we do not expressly object to such terms.
1.3
These GTCS shall apply to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433 and 650 BGB). Unless otherwise agreed, these GTCS shall also apply, in the version valid at the time of the buyer's order or last communicated to the buyer in text form, as a framework agreement for future contracts of the same nature without the need for any further reference in each individual case.
1.4
Any individual agreements entered into with the buyer in individual cases (including collateral agreements, amendments and modifications) and any provisions contained in our order confirmation shall take precedence over these GTCS. Subject to proof to the contrary, a written agreement or our written confirmation shall be decisive for determining the content of such agreements.
1.5
Any legally relevant declarations and notifications made by the buyer in connection with the contract (e.g. notices of defects, setting of deadlines, declarations of withdrawal or price reduction) must be made in writing, including text form (e.g. letter, e-mail or fax). Mandatory statutory formal requirements and any further evidence required by law (particularly where there are doubts as to the authority of the person making the declaration) shall remain unaffected.
1.6
Any references to statutory provisions are included for clarification purposes only. The applicable statutory provisions shall apply irrespective of whether they are expressly referred to herein, unless they are expressly modified or excluded by these GTCS.
2. Offers and Conclusion of Contract
2.1
Our offers are subject to change and non-binding. This shall also apply where we have provided the buyer with catalogues, price lists, technical documentation (e.g. drawings, plans, calculations, references to DIN standards) or other product descriptions or documents, including in electronic form. We reserve all ownership rights and copyrights in all documents provided to the buyer in connection with the placing of an order. Such documents may not be made available to third parties without our prior written consent.
2.2
The buyer's order shall constitute a non-binding offer to enter into a contract pursuant to Section 145 BGB. Unless otherwise stated in the order, we shall be entitled to accept such offer within two weeks of its receipt.
2.3
Acceptance of the buyer's offer may be declared either in writing (e.g. by issuing an order confirmation) or by dispatching the goods to the buyer. If we do not accept the buyer's offer within the period specified in Clause 2.2, any documents transmitted to the buyer shall be returned to us without undue delay.
2.4
We reserve the right to make technical modifications, design changes and changes to materials or manufacturing processes, provided that such changes serve technical progress, do not impair the agreed characteristics of the goods and are reasonable for the buyer.
3. Prices and Terms of Payment
3.1
Unless otherwise agreed in writing in the individual case, our prices valid at the time of conclusion of the contract shall apply ex works, plus the applicable statutory value added tax (VAT). Packaging costs shall be invoiced separately. Unless a fixed price has been agreed, we reserve the right to make reasonable price adjustments due to changes in labour, material or distribution costs for deliveries taking place three months or more after conclusion of the contract.
3.2
In the case of a sale involving carriage of the goods, the buyer shall bear the transport costs ex works as well as the costs of any transport insurance requested by the buyer. The buyer shall also bear any customs duties, fees, taxes and other public charges.
3.3
Payment of the purchase price shall be made exclusively to the bank account specified on the invoice. Any deduction of cash discounts shall only be permitted where expressly agreed in writing.
3.4
Unless otherwise agreed, the purchase price shall become due and payable within fourteen (14) days from the date of invoicing and delivery or acceptance of the goods, as applicable. However, even within an ongoing business relationship, we shall be entitled at any time to make delivery, in whole or in part, subject to advance payment. We shall declare any such reservation no later than in the order confirmation.
3.5
The buyer shall be in default upon expiry of the above payment period. During the period of default, interest shall accrue on the purchase price at the statutory default interest rate pursuant to Section 288 (2) BGB, currently nine percentage points above the applicable base interest rate. We reserve the right to assert claims for any further damage caused by default. Our entitlement to commercial maturity interest pursuant to Section 353 of the German Commercial Code (HGB) shall remain unaffected.
3.6
Where, after conclusion of the contract, it becomes apparent that our claim for payment of the purchase price is jeopardised by the buyer's inability to perform (for example due to the filing of insolvency proceedings), we shall be entitled, in accordance with the statutory provisions, to refuse performance and, where appropriate after setting a reasonable deadline, to withdraw from the contract (Section 321 BGB). In contracts concerning the manufacture of non-fungible goods (custom-made products), we shall be entitled to declare withdrawal immediately. The statutory provisions governing cases where no deadline is required shall remain unaffected.
4. Rights of Set-Off and Retention
The buyer shall only be entitled to rights of set-off or retention insofar as its claim has been finally adjudicated, is undisputed, or arises from the same contractual relationship. In the event of defects in the delivered goods, the buyer's statutory rights, in particular pursuant to Clause 8.6 sentence 2 of these GTCS, shall remain unaffected.
5. Delivery Period and Delay in Delivery
5.1
The delivery period shall be agreed individually or specified by us upon acceptance of the buyer's order.
5.2
Should we be unable to comply with agreed delivery periods for reasons beyond our control, we shall inform the buyer thereof without undue delay and, at the same time, communicate the anticipated or revised delivery period. If delivery cannot be effected within the revised delivery period due to the continued unavailability of performance, we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the buyer (in particular payments of the purchase price) shall be refunded without undue delay.
Performance shall, in particular, be deemed unavailable where our supplier fails to deliver on time despite a corresponding procurement contract, where other disruptions in the supply chain occur (for example due to force majeure), or where we are not obliged to procure the goods in the individual case.
5.3
Whether a delay in delivery exists shall be determined in accordance with the statutory provisions. However, a prerequisite for our being in default is that the buyer has issued a formal reminder.
If we are in default, the buyer may claim liquidated damages for delay. Such liquidated damages shall amount to 0.5% of the net delivery value for each completed calendar week of delay, but shall not exceed a total of 5% of the value of the delayed delivery. We reserve the right to prove that the buyer has suffered no damage or substantially less damage than the above lump sum.
5.4
The buyer's rights pursuant to Clause 9 of these GTCS and our statutory rights, particularly in cases where the obligation to perform is excluded (for example due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
5.5
Partial deliveries shall be permitted, provided that they are reasonable for the buyer, taking into account the buyer's legitimate interests.
6. Delivery, Passing of Risk, Acceptance and Default of Acceptance
6.1
Delivery shall be made ex works (EXW Incoterms® 2020) from our warehouse. The warehouse shall also be the place of performance for delivery and for any subsequent performance.
Where the buyer requests shipment of the goods to another destination (sale involving carriage of the goods), the buyer shall bear the shipping costs. Unless otherwise agreed, we shall determine the method of shipment, including packaging, transport route and carrier, at our reasonable discretion.
6.2
The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon delivery of the goods.
In the case of a sale involving carriage of the goods, the risk of accidental loss, accidental deterioration and delay shall pass to the buyer upon delivery of the goods to the freight forwarder, carrier or other person entrusted with the shipment.
Where acceptance of the goods has been contractually agreed, such acceptance shall be decisive for the passing of risk. Any further statutory provisions governing contracts for work and services shall remain unaffected.
Delivery or acceptance shall be deemed to have occurred if the buyer is in default of acceptance.
6.3
Where the buyer is in default of acceptance or where our delivery is delayed for other reasons attributable to the buyer, we shall be entitled to claim compensation for the resulting damage, including any additional expenses incurred (e.g. storage costs). Any further statutory claims shall remain unaffected.
7. Retention of Title
7.1
We reserve title to the delivered goods until all present and future claims arising from the purchase contract and the ongoing business relationship (secured claims) have been paid in full.
7.2
Until the secured claims have been paid in full, the Retained goods may neither be pledged to third parties nor assigned as security.
The buyer shall notify us immediately in writing if an application for the opening of insolvency proceedings has been filed or if third parties gain access to the goods belonging to us (for example by way of attachment or seizure).
Where the third party is unable to reimburse us for the judicial and extrajudicial costs of legal proceedings pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for the resulting loss incurred by us.
7.3
If the buyer acts in breach of the contract, in particular by failing to pay the purchase price when due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand the return of the goods on the basis of the retention of title.
A demand for return of the goods shall not in itself constitute a declaration of withdrawal from the contract. Rather, we shall be entitled merely to demand the return of the goods while reserving the right to withdraw from the contract.
Where the purchase price has not been paid when due, we may only assert these rights after unsuccessfully granting the buyer a reasonable period for payment, unless such period is dispensable under the statutory provisions.
7.4
Until revoked in accordance with Clause 7.4(c), the buyer shall be entitled, in the ordinary course of business, to resell and/or process the Retained goods. In such case, the following provisions shall additionally apply:
a) Products resulting from the combination, mixing or processing of our goods shall remain subject to retention of title at their full value, and we shall be deemed to be the manufacturer.
Where, in the event of combination, mixing or processing with third-party goods, the ownership rights of such third parties continue to exist, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods.
In all other respects, the same provisions applicable to the goods delivered under retention of title shall also apply to the newly created products.
The buyer hereby assigns to us, by way of security, any claims arising against third parties through the incorporation of the Retained goods into real property. We hereby accept such assignment.
b) The buyer hereby assigns to us, by way of security, all claims arising from the resale of the goods or the newly created products against third parties, either in full or, where applicable, in the amount corresponding to our co-ownership share pursuant to Clause 7.4(a), up to the amount of the final invoice value agreed with us (including VAT). We hereby accept such assignment.
The obligations of the buyer set out in Clause 7.2 shall also apply with respect to the assigned claims.
c) The buyer shall remain authorised to collect the assigned claims in addition to us.
We undertake not to collect such claims as long as the buyer duly fulfils its payment obligations towards us, no deficiency in the buyer's financial ability exists and we do not assert our rights under Clause 7.3.
If we exercise our rights pursuant to Clause 7.3, we may require the buyer to disclose the assigned claims and the respective debtors, provide all information necessary for collection, hand over the relevant documentation and notify the debtors (third parties) of the assignment.
Furthermore, we shall be entitled to revoke the buyer's authority to resell and process the Retained goods.
d) Where the realisable value of the securities exceeds our claims by more than 10%, we shall, at the buyer's request, release securities of our choosing accordingly.
7.5
Until title has passed to the buyer, the buyer shall handle the goods with due care.
In particular, the buyer shall insure the goods at its own expense against theft, fire and water damage at replacement value.
Where maintenance and inspection work is required, the buyer shall carry out such work in good time and at its own expense.
8. Buyer's Claims for Defects
8.1
Unless otherwise provided below, the statutory provisions shall apply to the buyer's rights in the event of material defects and defects in title (including incorrect or short delivery, improper assembly or installation, or defective instructions). The statutory provisions governing consumer sales (Sections 474 et seq. BGB) and any rights arising from separately granted guarantees, in particular those provided by the manufacturer, shall remain unaffected.
8.2
Agreements concluded between us and the buyer regarding the characteristics of the goods and their intended use (including accessories and instructions) shall generally form the basis of our liability for defects.
An agreement on the characteristics of the goods shall include the product descriptions, technical specifications and manufacturer's information agreed between the parties, insofar as such information has become part of the individual contract.
Where no agreement on the characteristics of the goods has been concluded, the existence of a defect shall be determined in accordance with Section 434 (3) of the German Civil Code (BGB).
In this context, public statements made by the manufacturer in advertising or on the labelling of the goods shall take precedence over corresponding statements made by other third parties.
The intended use of the goods shall be determined exclusively by the technical documentation, assembly instructions, operating instructions and installation instructions provided under the respective contract.
Any other technical information, catalogues, brochures or other documents which have not expressly become part of the contract are provided solely for general information purposes and shall neither constitute an agreement on the characteristics of the goods nor a guarantee.
No liability for defects shall apply where an alleged defect or damage results from improper transport, storage, assembly, processing, commissioning or use of the goods, or from failure to comply with the technical documentation, assembly instructions, operating instructions or installation instructions applicable to the respective goods, or with the relevant statutory provisions, standards or generally accepted rules of engineering.
The same shall apply to defects or damage resulting from unauthorised modifications or repairs carried out by the buyer or by third parties.
8.3
In the case of goods with digital elements or other digital content, we shall only be obliged to provide and update such digital content where this has been expressly agreed as part of an agreement on the characteristics of the goods pursuant to Clause 8.2.
We accept no liability for public statements made by the manufacturer or by other third parties.
8.4
We shall not be liable for defects which were known to the buyer at the time of conclusion of the contract or which remained unknown to the buyer due to gross negligence, in accordance with Section 442 BGB.
8.5
The buyer's claims for defacts shall only exist where the buyer has complied with its statutory obligations to inspect the goods and notify defects (Sections 377 and 381 HGB).
Where the goods consist of construction materials or other goods intended for installation or further processing, the inspection shall be carried out immediately prior to processing.
If a defect becomes apparent upon delivery, during inspection or at any later time, the buyer shall notify us thereof in writing without undue delay.
Obvious defects shall be notified within five (5) working days after delivery. Hidden defects shall be notified within five (5) working days after their discovery.
Where the buyer fails to comply properly with its obligations to inspect the goods and/or notify defects, our liability for defects not reported, not reported in due time or not reported properly shall be excluded in accordance with the statutory provisions.
Where the goods are intended for installation, attachment or incorporation, this shall also apply if the defect only becomes apparent after such processing as a result of the buyer's failure to comply with one of these obligations.
In such cases, the buyer shall not be entitled to reimbursement of removal and reinstallation costs.
8.6
Where the delivered goods are defective, we shall be entitled, at our discretion, to provide subsequent performance either by remedying the defect (repair) or by supplying defect-free goods (replacement delivery).
If the form of subsequent performance chosen by us is unreasonable for the buyer in the individual case, the buyer may refuse it.
However, we reserve the right to refuse subsequent performance where the statutory requirements are met.
Furthermore, we shall be entitled to make subsequent performance conditional upon the buyer having paid the purchase price due.
The buyer shall, however, be entitled to retain a reasonable part of the purchase price proportionate to the defect.
8.7
The buyer shall grant us the time and opportunity required for the subsequent performance owed.
In particular, the buyer shall hand over the goods complained of for inspection purposes.
Where we supply replacement goods, the buyer shall return the defective goods to us in accordance with the statutory provisions.
The buyer shall not, however, have any claim for the return of the defective goods.
8.8
Unless otherwise contractually agreed, subsequent performance shall not include the removal, dismantling or deinstallation of the defective goods or the installation, attachment or assembly of replacement goods.
The buyer's statutory claims for reimbursement of removal and installation costs shall remain unaffected.
8.9
Where a defect actually exists, we shall reimburse the expenses required for inspection and subsequent performance (including transport, labour and material costs and, where applicable, removal and installation costs) in accordance with the statutory provisions and these GTCS.
However, where the buyer requests the rectification of an alleged defect although no defect exists, we may require reimbursement of the costs incurred if the buyer knew or ought to have known that no defect existed.
8.10
In urgent cases (for example where operational safety is at risk or disproportionate damage must be prevented), the buyer shall be entitled to remedy the defect itself and claim reimbursement of the objectively necessary expenses.
The buyer shall inform us without undue delay if it carries out such remedial action itself.
The buyer shall not have a right to self-remedy where we would be entitled under the statutory provisions to refuse subsequent performance.
8.11
The buyer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions where a reasonable period set by the buyer for subsequent performance has expired unsuccessfully or where no such period is required under the statutory provisions.
However, the buyer shall have no right of withdrawal in the event of an insignificant defect.
8.12
Claims of the buyer for reimbursement of expenses pursuant to Section 445a (1) BGB shall be excluded unless the last contract in the supply chain constitutes a consumer sale (Sections 478 and 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5) and 327u BGB).
8.13
Claims for damages or reimbursement of futile expenses pursuant to Section 284 BGB shall, even where a defect exists, only be governed by Clauses 9 and 10.
9. Limitation Period
9.1
By way of derogation from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects or defects in title shall be one (1) year from delivery of the goods.
Where acceptance of the goods has been contractually agreed, the limitation period shall commence upon acceptance.
9.2
The statutory limitation period of five (5) years from delivery pursuant to Section 438 (1) No. 2 BGB shall apply where the goods constitute a building or an item which has been used for a building in accordance with its customary use and has caused the defectiveness of the building (construction material).
This shall be without prejudice to the further statutory provisions regarding limitation periods, in particular Section 438 (1) No. 1, Section 438 (3), and Sections 444 and 445b BGB.
9.3
The above limitation periods under the law governing contracts of sale shall also apply to contractual and non-contractual claims for damages brought by the buyer arising from a defect in the goods, unless the application of the general statutory limitation periods pursuant to Sections 195 and 199 BGB would result in a shorter limitation period in the individual case.
Claims for damages pursuant to Clauses 10.1 and 10.2(a), as well as claims under the German Product Liability Act (Produkthaftungsgesetz), shall be governed exclusively by the applicable statutory limitation periods.
10. Other Liability
10.1
Unless otherwise provided in these GTCS, including the following provisions, our liability for breaches of contractual and non-contractual obligations shall be governed by the applicable statutory provisions.
10.2
Irrespective of the legal basis, we shall be liable for damages based on fault only in cases of intent or gross negligence.
In the event of ordinary negligence, and subject to any statutory limitations of liability (for example, the standard of care exercised in one's own affairs or insignificant breaches of duty), we shall only be liable:
a) for damage resulting from injury to life, body or health;
b) for damage resulting from the breach of an essential contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is essential for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may reasonably rely.
In such cases, however, our liability shall be limited to compensation for the foreseeable damage typically occurring in transactions of this nature.
10.3
The limitations of liability set out in Clause 10.2 shall also apply in favour of third parties and in the event of breaches of duty by persons whose fault we are legally responsible for.
The limitations of liability shall not apply where a defect has been fraudulently concealed or where a guarantee regarding the characteristics of the goods has been assumed.
The same shall apply to claims under the German Product Liability Act (Produkthaftungsgesetz).
10.4
The buyer may only withdraw from or terminate the contract due to a breach of duty which is not based on a defect where we are responsible for such breach of duty.
10.5
Any right of the buyer to terminate the contract, in particular pursuant to Sections 648 or 650 BGB, is excluded.
In all other respects, the statutory requirements and legal consequences shall apply.
11. Governing Law and Jurisdiction
11.1
These GTCS and the contractual relationship between us and the buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of laws rules and, in particular, the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2
Where the buyer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, our registered office in Wesel, Germany shall be the exclusive place of jurisdiction, including for international disputes, for all disputes arising directly or indirectly out of the contractual relationship.
The same shall apply where the buyer is an entrepreneur (Unternehmer) within the meaning of Section 14 BGB.
11.3
We shall furthermore be entitled to bring legal proceedings at the place of performance of the delivery obligation pursuant to these GTCS or any overriding individual agreement, or at the buyer's general place of jurisdiction.
Any mandatory statutory provisions governing exclusive places of jurisdiction shall remain unaffected.
