Terms and Conditions (B2B)

Terms and Conditions

§ 1 Applicability of the Terms and Conditions

The following terms and conditions shall apply exclusively to all deliveries, including those arising from future transactions, even if they are not expressly agreed upon again. These terms and conditions shall be deemed accepted no later than upon receipt of the goods or services. Any terms and conditions of the buyer that deviate from these provisions are hereby rejected.

§ 2 Offer and Conclusion of Contract

Quotes are always subject to change. Orders and verbal side agreements are not considered accepted until they have been confirmed in writing by the supplier. 

Drawings, illustrations, dimensions, weights, or other performance data are binding only if this is expressly agreed in writing. 

The supplier’s sales representatives are not authorized to make any verbal side agreements or give any verbal assurances that go beyond the terms of the written contract.

§ 3 Delivery and Performance Time

Delivery dates or deadlines, whether agreed as binding or non-binding, must be set forth in writing. Unless otherwise agreed, delivery shall take place within the agreed delivery period from the supplier’s delivery plant or point of sale. The delivery obligation is fulfilled upon handover to the carrier or when the goods have left the supplier’s warehouse for shipment, at which point the risk passes to the buyer. If shipment is delayed at the buyer’s request, the risk passes to the buyer upon notification that the goods are ready for shipment.

The Seller shall not be liable for delays in delivery or performance due to force majeure or events that significantly impede or render delivery impossible for the Seller—even if such events occur at the Seller’s suppliers or their subcontractors—even in cases where binding deadlines and dates have been agreed upon. Such events entitle the Seller to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.

Such events include, in particular:
strikes, lockouts, government orders, power outages, operational disruptions, operational restrictions, plant shutdowns, fire, natural disasters, machinery breakdowns, mobilization, war, civil unrest, and shortages of raw materials, even if they occur at the Seller’s suppliers or their subcontractors. 

If the impediment lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to rescind the contract with respect to the unfulfilled portion. If the delivery period is extended or if the seller is released from its obligation, the buyer may not derive any claims for damages from this. The seller may invoke the aforementioned circumstances only if he notifies the buyer immediately. 

If the Seller is responsible for failing to meet binding deadlines and dates or is in default, the Buyer is entitled to liquidated damages of 0.5% for each full week of default, up to a maximum total of 5% of the invoice value of the deliveries and services affected by the default. Any claims beyond this are excluded, unless the delay is due to at least gross negligence on the part of the seller. 

The seller is entitled to make partial deliveries and provide partial services at any time, unless such partial delivery or service is of no interest to the buyer. 

The seller’s compliance with its delivery and performance obligations is contingent upon the buyer’s timely and proper fulfillment of its obligations. If the buyer is in default of acceptance, the seller is entitled to demand compensation for the damages incurred; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss passes to the buyer. 

§ 4 Prices

Unless otherwise specified, the Seller is bound by the prices stated in its offers for 30 days from the date of the offer. In case of doubt, the prices stated in the Seller’s order confirmation, plus the applicable statutory value-added tax, shall prevail. Additional deliveries and services will be billed separately. 

Unless otherwise agreed, prices are quoted, at the seller’s discretion, ex works or ex showroom, including standard packaging. 

§ 5 Buyer's Rights in the Event of Defects

The goods are delivered free from defects in workmanship and materials; the period for asserting claims for defects is one year from the date of delivery. 

The buyer must report any defects, damage incurred during transport, or short shipments in writing immediately upon receipt of the goods, but no later than one week after receipt. Defects that cannot be detected within this period even upon careful inspection must be reported to the seller in writing immediately upon discovery. In any case, the notice of defects must be given before the goods are resold, consumed, or processed. The obligation to inspect applies to the entire delivery. 

If the seller’s operating or maintenance instructions are not followed, modifications are made to the products, or consumables are used that do not comply with the original specifications, claims for product defects shall be barred unless the buyer refutes a substantiated assertion that one of these circumstances caused the defect. 

We are not liable for normal wear and tear. 

Only the original purchaser is entitled to make claims against the seller for defects, and such claims are not transferable. 

The supplier’s warranty is limited—subject to the provisions of Section 7 (Liability)—at the seller’s discretion to repair or replacement of parts that prove to be defective as a result of circumstances occurring prior to the transfer of risk. The seller shall not be liable for defects that arise later, in particular those that only become apparent during processing or subsequently. This applies in particular to processed goods (planed goods, etc.) with regard to degree of dryness, dry rot, sponginess, etc. Furthermore, no warranty shall apply to the following effects of construction moisture and excessive artificial heat. 

Replaced parts become the property of the seller. 

The buyer shall, after consulting with the seller, allow the seller the necessary time and opportunity to carry out any repairs or replacement deliveries deemed necessary by the seller; otherwise, the seller shall be released from liability for any resulting consequences. Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage—in which case the Seller must be notified immediately—does the Buyer have the right to remedy the defect themselves or have it remedied by a third party and to demand reimbursement of the necessary expenses from the Seller. 

The buyer has the right to rescind the contract in accordance with statutory provisions if the seller—subject to statutory exceptions—allows a reasonable period set for the seller to remedy the defect or provide a replacement to expire without result. If the defect is only minor, the buyer is entitled only to a reduction in the contract price. Otherwise, the right to a reduction in the contract price is excluded. 

If the use of the delivered goods results in an infringement of industrial property rights or copyrights within the country, the seller shall, at its own expense, generally secure the right for the buyer to continue using the goods or modify the delivered goods in a manner reasonable for the buyer so that the infringement no longer exists. 

If this cannot be done under commercially reasonable terms or within a reasonable period of time, the buyer is entitled to cancel the contract. Under the aforementioned conditions, the seller is also entitled to cancel the contract. 

In addition, the Seller shall indemnify the Buyer against any uncontested or legally enforceable claims made by the relevant intellectual property rights holders. 

The seller’s obligations set forth in the preceding section are exhaustive, subject to the provisions of Section 7 regarding liability for infringement of industrial property rights or copyrights. 

They are valid only if: 

• – the buyer immediately notifies the seller of any alleged infringements of intellectual property rights or copyrights, 

• the buyer provides the seller with reasonable assistance in defending against the asserted claims or enables the seller to implement the aforementioned modification measures, 

• the seller reserves the right to take all defensive measures, including out-of-court settlements, 

• the defect in title is not attributable to an instruction from the buyer and 

• the breach of contract was not caused by the buyer having altered the delivered item without authorization or having used it in a manner not in accordance with the contract. 

§ 6 Payment

Payment deadlines must be strictly adhered to. If a payment deadline is missed, interest at a rate of 8% above the applicable base rate will be charged, subject to the seller’s right to claim any further damages resulting from the delay. The seller is entitled to prove that the actual damages were higher. 

Negotiable instruments are accepted in payment only upon express agreement. Payments by check or bill of exchange are considered effective only upon their cashing. Discount charges, bill of exchange tax, and late payment interest are payable immediately. Collection and discount interest shall be borne by the seller. The seller shall not be liable for the timely presentation, protest, notification, and return of the bill of exchange in the event of non-payment. 

The buyer is entitled to set off, withhold payment, or claim a price reduction—even if complaints regarding defects or counterclaims are asserted—only if the counterclaims have been legally established or are undisputed. However, the buyer is also entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship. 

If the buyer is in default of payment, has suspended payments, or if circumstances exist that are equivalent to a suspension of payments, or if the buyer’s creditworthiness is called into question due to other circumstances, the seller is entitled, without prejudice to its other rights, to declare the entire remaining debt due and payable, even if it has accepted checks. In such cases, the seller is also entitled to demand advance payment or security. In these cases, the seller may also withdraw from all current contracts with the buyer, in whole or in part. The buyer is obligated to immediately return any remaining goods belonging to the seller. 

The Seller is entitled to set off its claims—which include claims of other companies within the Classen—against claims of the Buyer that the Seller has acknowledged. This applies even if the respective claims are due on different dates. 

If goods still in the buyer’s possession are taken back in accordance with the foregoing provisions, the buyer will be credited with a maximum of 40% of the purchase price, without prejudice to any further claims for damages. 

Unless otherwise agreed, the seller’s invoices are payable net, without discount, within 30 days of the invoice date. If a discount has been agreed, this does not apply to invoices with a deferred payment date and is valid only if all outstanding claims have been settled. 

Notwithstanding any provisions to the contrary on the part of the buyer, the seller is entitled to apply payments first toward the buyer’s older debts and shall inform the buyer of the manner in which such application has been made. If costs and interest have already accrued, the seller is entitled to apply the payment first toward the costs, then toward the interest, and finally toward the principal amount. 

The delivered goods remain the property of the seller until the purchase price has been paid in full and until all past and future deliveries of goods within the business relationship—including all ancillary claims—have been paid. Until then, the buyer is not entitled to use the goods for third parties or to transfer ownership as security. To the extent that the buyer processes or transforms them, the seller is deemed the manufacturer within the meaning of § 950 BGB and acquires ownership of the intermediate and final products. The buyer is merely a custodian. The buyer is entitled to sell the goods or the products manufactured therefrom in the ordinary course of business. The buyer hereby assigns to the seller, for the seller’s security, all claims arising against third parties from the resale or any other legal basis, to the extent that the goods have been processed. As long as the buyer duly meets his payment obligations to the seller, he is authorized to collect these claims on behalf of the seller. The seller is, however, entitled to notify the purchaser (third party) to be named by him upon request of the transfer and to issue instructions. The buyer must immediately notify the seller of any third-party claims against the goods delivered under retention of title or against the assigned claims so that the seller can enforce its rights. To the extent that the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for such costs. 

The retention of title also applies to the carrier to whom the goods are handed over at the buyer’s request or at the seller’s instigation. Goods subject to retention of title must be handled with care and insured against fire, water damage, and theft. Any insurance claims arising from damage must be assigned to the seller. If the security provided by the retention of title exceeds the claim to be secured by 20%, the seller shall, at its discretion, release fully paid deliveries. 

§ 7 Liability

Claims for damages are excluded regardless of the nature of the breach of duty, including torts, unless the breach was caused by willful misconduct or gross negligence. 

In the event of a breach of material contractual obligations, the seller shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profits, saved expenses, third-party claims for damages, and other indirect and consequential damages cannot be asserted, unless a quality characteristic guaranteed by the seller is specifically intended to protect the buyer against such damages. 

The limitations and exclusions of liability set forth in paragraphs 1 and 2 do not apply to claims arising from fraudulent conduct on the part of the seller, liability for warranted characteristics, claims under the Product Liability Act, or damages resulting from injury to life, limb, or health. 

To the extent that the seller’s liability is excluded or limited, this also applies to the seller’s employees, staff, representatives, and agents. 

§ 8 Patents, Copyrights, and Trademarks

The Seller reserves ownership and copyright in cost estimates, drawings, price lists, and other documents. These may only be made available to third parties with the Seller’s express prior written consent. For each instance of non-compliance, the Buyer shall pay the Seller a contractual penalty of €50,000. 

Advertising using the seller’s logo or the name of the seller’s supplier requires the seller’s consent in the same manner.