GTC
General Terms and Conditions of Business
(Version July 2025)
Scope
1. These Terms and Conditions of Delivery and Payment apply to every (supply) framework agreement (hereinafter "Agreement") and all individual contracts and/or orders within the framework of an Agreement (hereinafter "Individual Contract") with traders, legal entities under public law and special funds under public law (hereinafter "Partners").
Our deliveries and services are provided exclusively on the basis of the following Terms and Conditions. They also apply to all future orders and contractual relationships between the Partner and us. Any terms and conditions of the Partner that are not expressly accepted by us are invalid.
General Provisions
2. The contracting parties will immediately confirm oral agreements in detail in writing.
To the extent that these Terms and Conditions provide for or require written form, text form (Section 126 b of the German Civil Code/BGB) shall be sufficient to comply with the written form requirement.
3. Orders are only binding upon our order confirmation.
4. The information and illustrations contained in digital media (e.g. homepage, LinkedIn, Xing, etc.), brochures and catalogues are approximate values customary in the industry, unless they have been expressly designated by us as binding.
5. We are entitled to reject delivery requests and orders from the Partner that are placed on the basis of Agreements, as well as to refuse to fulfil existing Agreements and Individual Ccontracts and to refuse to extend them if it becomes apparent that our claim for payment would be jeopardised by the Partner's lack of performance ability.
This is particularly the case if the creditworthiness of the Partner is assessed as high risk or worse by Allianz Trade or another credit insurer or by another credit assessment and/or if the insured sum provided to us by our trade credit insurer to secure our claims against the Partner would be exceeded upon acceptance of the order and/or if our deductible for any default by the Partner is increased by the trade credit insurer after conclusion of the contract by more than 10 percentage points compared to the deductible at the time of acceptance.
In the cases referred to in Paragraph 1, we may set the Partner a reasonable deadline within which to pay or provide security in return for delivery. If the Partner refuses to do so or if the deadline expires without success, we are entitled to withdraw from the Agreement or Individual Ccontract and demand compensation.
Other contractual and statutory rights of refusal and retention remain unaffected.
6. We are entitled to terminate Agreements and Individual Contracts without notice if there is an important reason for doing so.
An important reason exists in particular if, after conclusion of the contract, it becomes apparent that our payment claims based on the contract are jeopardised by the Partner's lack of performance ability - Clause 5, Paragraph 2 applies accordingly - and the Partner does not credibly assure its performance within a reasonable period of time despite being requested to do so.
Other statutory rights of termination and withdrawal remain unaffected.
Long-term and call-off contracts, price adjustment
7. We may terminate Agreements and Individual Contracts that are indefinite or have a term of more than one year (“Long-Term Contracts”) with reasonable notice.
8. If a significant change in wage, material or energy costs occurs in Long-Term Contracts, each contracting party is entitled to request negotiations on an appropriate price adjustment taking these factors into account.
9. If no binding order quantity has been agreed, we will base our calculations on the non-binding order quantity expected by the Partner for a specific period (target quantity). If the Partner orders less than the target quantity, we are entitled to increase the unit price appropriately. If the Partner orders more than the target quantity, we will reduce the unit price appropriately, provided the Partner has announced the additional requirement at least six months prior to delivery.
10. For delivery contracts on call, binding quantities must be communicated to us at least one month before the delivery date by means of a call-off, unless otherwise agreed. Additional costs caused by a delayed call-off or subsequent changes to the call-off regarding time or quantity by our Partner, which are accepted by us, shall be borne by the Partner, unless the Partner is not responsible for the delay or subsequent change; in this case, our calculation shall be decisive.
Confidentiality
11. Each contracting party will use all documents (including samples, models, and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and will keep them confidential from third parties with the same care as its own corresponding documents and knowledge, if the other contracting party designates them as confidential or has a clear interest in their confidentiality. This obligation begins upon initial receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
12. This obligation does not apply to documents and knowledge that are generally known or that were already known to the contracting party upon receipt without the contracting party being obliged to maintain confidentiality, or that are subsequently transmitted by a third party authorized to transmit them, or that are developed by the receiving contracting party without using documents or knowledge of the other contracting party that are to be kept secret.
Drawings and descriptions
13. If one contracting party provides the other with drawings or technical documents relating to the goods to be delivered or their manufacture, these shall remain the property of the submitting contracting party.
Samples and production equipment
14. Unless otherwise agreed, the manufacturing costs for samples and production equipment (tools, molds, templates, etc.) will be invoiced separately from the goods to be delivered. This also applies to production equipment that must be replaced due to wear and tear.
15. The costs for maintenance and proper storage as well as the risk of damage or destruction of the production equipment are borne by us.
16. If the Partner suspends or terminates the cooperation during the production period of the samples or production equipment, all production costs incurred up to that point shall be borne by the Partner.
17. Ownership of production equipment that we manufacture or procure ourselves shall only pass to the Partner upon full payment.
The production equipment remains in our possession, even if the Partner has paid for them, at least until the delivery contract has been fulfilled. After that, the Partner is entitled to demand the return of the production equipment if a mutual agreement has been reached regarding the time of return, any manufacturing costs to be reimbursed have been paid in full, and the Partner has fully fulfilled its contractual obligations.
18. We will store the production equipment free of charge for one year after the last delivery to our Partner. After that, we will request our Partner in writing to comment on its future use within six weeks. Our obligation to store the equipment ends if no comment is made or a new order is placed within these six weeks. We are then entitled to scrap or otherwise dispose of the equipment.
19. We will only use customer-related production equipment owned by the Partner for deliveries to third parties with the prior written consent of our Partner.
Prices
20. Our prices are in Euros excluding VAT, packaging, freight, postage, customs duties, fees and insurance.
Payment terms
21. All invoices are due for payment within 30 days of the invoice date. Other payment terms require written agreement.
22. If we have undisputedly delivered partially defective goods, our Partner is nevertheless obligated to pay for the non-defective portion, unless the partial delivery is unreasonable for the Partner. Furthermore, the Partner may offset claims for compensation for costs of remedying defects or completion, but other counterclaims only if they have been legally established, are ready for decision, or are undisputed. The Partner's right of retention or right to refuse performance also exists only within these limits.
23. If the payment deadline is exceeded, we are entitled to charge reminder fees and default interest at the rate that the bank charges us for current account overdrafts, but at least the statutory default interest and the flat rate according to Section 288 Paragraph 2, 5 of the German Civil Code.
24. In case of late payment, we may, after written notification to the Partner, suspend the fulfilment of our obligations until receipt of the payments.
Delivery
25. Unless otherwise agreed, we deliver "ex works." Compliance with the delivery date or delivery period is determined by our notification of readiness for dispatch or collection.
26. The delivery period begins with the dispatch of our order confirmation and is extended accordingly if the conditions of Clause 55 are met.
27. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.
28. Production-related over- or under-deliveries are permitted within a tolerance of 10 percent of the total order quantity. The total price will change accordingly.
Shipping and transfer of risk
29. Goods reported as ready for dispatch must be taken over by the Partner immediately. Otherwise, we are entitled to ship them at our own discretion or to store them at the Partner's expense and risk. In the absence of a special agreement, we shall choose the means of transport and the transport route.
30. The risk shall pass to the Partner upon handover to the railway, freight forwarder or carrier or upon commencement of storage, but at the latest upon leaving the factory or warehouse, even if we have undertaken delivery.
Delay in delivery
31. Delivery dates stated are non-binding unless they have been expressly confirmed by us in writing as a “binding delivery date” or have been agreed upon as binding.
32. If delivery is delayed due to a circumstance listed in Clause 55 or due to an act or omission of the Partner, an extension of the delivery period appropriate to the circumstances shall be granted.
33. The Partner is only entitled to withdraw from the Agreement or Individual Contract if we are responsible for the non-compliance with the delivery date and he has unsuccessfully set us a reasonable grace period.
Retention of title
34. We reserve ownership of the delivered goods until all claims arising from the business relationship with the Partner have been fulfilled.
35. The partner is entitled to sell these goods in the ordinary course of business, provided that it fulfills its obligations arising from the business relationship with us in a timely manner. However, it may not pledge the reserved goods or assign them as security. It is obligated to secure our rights in the event of a credited resale of the reserved goods.
36. In the event of breaches of duty by the Partner, particularly in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the expiration of a reasonable period of grace set for the Partner; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Partner is obligated to surrender the goods. We are also entitled to withdraw from the contract if an application for the opening of insolvency proceedings against the Partner's assets is filed.
37. The Partner hereby assigns to us, as security, all claims and rights arising from the sale or, where permitted, the rental of goods to which we have ownership rights. We hereby accept the assignment. The Partner remains entitled to collect the assigned claims as long as it properly fulfills its obligations to us.
38. Any processing or working of the reserved goods shall always be carried out by the Partner on our behalf. If the reserved goods are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing.
If our goods are combined with other movable objects to form a single item or are inseparably mixed, and the other item is to be regarded as the main item, the Partner shall transfer to us proportionate co-ownership to the extent that the main item belongs to it. The Partner shall safeguard the ownership or co-ownership for us. The same applies to the item created through processing, combining, or mixing as to the reserved goods.
39. The Partner must immediately notify us of any enforcement measures taken by third parties against the reserved goods, the claims assigned to us, or other securities, and provide us with the documents necessary for intervention. This also applies to any other type of impairment.
40. If the value of the existing securities exceeds the secured claims by more than 10 percent, we are obliged to release securities of our choice at the request of the Partner.
Material defects
41. The quality of the goods is determined exclusively by the agreed technical delivery specifications. If we are required to deliver according to drawings, specifications, samples, etc. provided by our Partner, the Partner assumes the risk of suitability for the intended purpose. The decisive factor for the contractual condition of the goods is the time of transfer of risk in accordance with Clause 30.
42. In our deliveries, we comply with the applicable legal regulations of the European Union (EU) and the Federal Republic of Germany. This applies, for example, to the REACH Regulation (Regulation EC No. 1907/2006), the Electrical and Electronic Equipment Act (ElektroG), the Electrical and Electronic Equipment Substances Ordinance (ElektroStoffV), and the End-of-Life Vehicles Ordinance (AltfahrzeugV), as German implementations of EU Directives 2011/65/EU (RoHS 2), 2012/19/EU (WEEE Directive), and EU Directive 2000/53/EC.
43. We are not liable for material defects resulting from unsuitable or improper use, faulty assembly or commissioning by the Partner or third parties, normal wear and tear, faulty or negligent handling, or for the consequences of improper modifications or repair work carried out by the Partner or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.
44. Warranty claims due to defects in the goods shall expire within 12 months. This shall not apply if longer periods are mandatory under the law. Sentence 1 shall also not apply to damages resulting from injury to life, body or health and in the event of intent or gross negligence or any other breach of essential contractual obligations (i.e. obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely) by our legal representatives or senior employees, and to any obligation to reimburse the expenses required for subsequent performance pursuant to Section 439 Paragraph 3 of the German Civil Code. The commencement of the limitation periods shall be governed by the statutory provisions.
45. The Partner's warranty rights presuppose that the Partner has properly fulfilled its inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB). If acceptance of the goods or initial sample inspection has been agreed upon, complaints regarding defects that the Partner could have identified during careful acceptance or initial sample inspection are excluded.
46. We must be given the opportunity to determine the defect. Any goods complained of must be returned to us immediately upon request; we will cover the transport costs if the complaint is justified. If the Partner fails to comply with these obligations or makes changes to the goods complained of without our consent, the Partner will lose any claims for material defects.
47. In the event of a justified, timely notification of defects, we will, at our discretion, repair the defective goods or supply a faultless replacement. Upon request, the Partner will give us a short-term opportunity to sort out the defective goods.
48. If we fail to meet these obligations or fail to do so in accordance with the contract within a reasonable period of time, the Partner may set us a final deadline in writing within which we must fulfill our obligations. After the expiration of this deadline, the Partner may demand a reduction in the price, withdraw from the Individual Contract, or carry out the necessary repairs itself or have them carried out by a third party at our expense and risk. Reimbursement of costs is excluded if the expenses increase because the goods were transported to another location after our delivery, unless this corresponds to the intended use of the goods.
49. The Partner's statutory recourse claims against us only exist to the extent that the Partner has not made any agreements with its customer that go beyond the statutory claims for defects.
Other claims, liability
50. Unless otherwise stated below, any other and further claims of the Partner against us are excluded. This applies in particular to claims for damages due to breach of obligations arising from the contractual relationship and tort. We are not liable for damages that did not occur in the delivered goods themselves. In particular, we are not liable for lost profits or other financial losses of the Partner.
51. The above limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or senior employees, or in the event of culpable breach of essential contractual obligations as defined in Clause 44. In the event of culpable breach of essential contractual obligations, we shall be liable - except in cases of intent or gross negligence on the part of our legal representatives or senior employees - only for damages typical for the contract and reasonably foreseeable.
52. Furthermore, the limitation of liability does not apply in cases where liability is assumed under the Product Liability Act for personal injury or property damage to privately used items due to defects in the delivered goods. It also does not apply in cases of injury to life, body, or health, or in the absence of warranted properties, if and to the extent that the warranty was intended to protect the Partner against damage that did not arise from the delivered goods themselves.
Finally, the limitation of liability does not apply if we have concluded a purchase agreement with the Partner and are obliged to reimburse the expenses required for subsequent performance pursuant to with Section 439 Paragraph 3 of the German Civil Code.
53. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.
54. The statutory provisions on the burden of proof remain unaffected.
Force majeure
55. Force majeure, labor disputes, unrest, official measures, cyberattacks, pandemics, failure of deliveries by our suppliers, and other unforeseeable, unavoidable, and serious events shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its impact. This shall also apply if these events occur at a time when the affected contracting party is in default, unless the default was caused intentionally or through gross negligence. The contracting parties are obliged, within reasonable limits, to provide the necessary information promptly and to adapt their obligations to the changed circumstances in good faith.
Place of performance, jurisdiction and applicable law
56. Unless otherwise agreed, our registered office is the place of performance.
57. For all legal disputes arising from or in connection with an Agreement or Individual Agreement, our registered office shall be the place of jurisdiction. We are also entitled to sue at the registered office of the Partner.
58. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") of 11 April 1980 is excluded.
AGB (PDF)