1. General, Scope of Application

1.1 These Terms and Conditions of Sale and Delivery ("Terms and Conditions") apply to all contracts, deliveries, and other services between us (the "Supplier") and our customers (the "Customer") who are entrepreneurs within the meaning of § 14 BGB. They form an integral part of all offers and contracts regarding deliveries and services of the Supplier, including in ongoing and future business relationships.

1.2 The Terms and Conditions shall apply exclusively. Deviating or conflicting terms and conditions of the Customer shall not apply, even if the Supplier does not expressly object to them.

1.3 Individual agreements made with the Customer in individual cases (including side agreements, additions, and amendments) shall take precedence over these Terms and Conditions.
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2. Conclusion of Contract

2.1 Our offers are non-binding unless they are expressly designated as binding. A contract is only concluded through our written order confirmation or delivery of the goods.

2.2 The documents belonging to the offer such as illustrations, drawings, weight and dimension specifications are only approximate unless they are expressly designated as binding.
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3. Prices and Payment

3.1 All prices are net prices and do not include the applicable statutory value-added tax. Costs for packaging, freight, insurance, customs, and other ancillary services are not included and will be charged separately.

3.2 Unless otherwise agreed, the purchase price is due within 14 days from the invoice date without deduction.

3.3 The Customer shall only have a right of set-off or retention insofar as his claim has been legally established or is undisputed.

3.4 In the event of default in payment, default interest shall be charged at 9 percentage points above the base rate (§ 288 (2) BGB). We reserve the right to claim further damages.
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4. Delivery and Performance Time

4.1 Delivery dates or periods are only binding if they have been expressly agreed in writing. The delivery period begins with the dispatch of the order confirmation, but not before the provision of any documents, approvals, and releases to be procured by the Customer and not before receipt of an agreed down payment.

4.2 Events of force majeure or other unforeseeable, extraordinary circumstances for which we are not responsible shall entitle us to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period.

4.3 If the Supplier is in default, the Customer may – provided he has set a reasonable deadline – withdraw from the contract. Claims for damages due to delay are limited as set out in § 7.
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5. Transfer of Risk, Shipping, Packaging

5.1 Delivery is ex works unless otherwise agreed. The risk passes to the Customer when the goods are handed over to the carrier or freight forwarder.

5.2 If dispatch is delayed at the request of the Customer or for reasons attributable to the Customer, the risk shall pass to the Customer upon notification of readiness for dispatch.

5.3 Packaging will be charged at cost price and is non-returnable unless otherwise agreed.


6. Retention of Title

6.1 We retain title to the delivered goods until full payment of all claims arising from the business relationship with the Customer.

6.2 The Customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to us in advance all claims arising from the resale in the amount of the final invoice amount (including VAT).


7. Liability

7.1 We shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.

7.2 In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), our liability shall be limited to the foreseeable damage typical for the contract.

7.3 Liability for slightly negligent breaches of non-essential contractual obligations is excluded.

7.4 The above limitations of liability shall also apply to breaches of duty by our legal representatives or vicarious agents.


8. Cancellation, Termination, Withdrawal

8.1 Cancellation of orders already confirmed by us is generally excluded. In exceptional cases, we may agree to a cancellation in writing.

8.2 If the Customer withdraws from the contract without justification, he shall pay a fixed compensation of 25% of the gross order value. The Customer reserves the right to prove that we suffered less damage.

8.3 We reserve the right to assert further claims for damages.


9. Data Protection

9.1 The Supplier processes personal data of the Customer in compliance with the applicable data protection regulations.

9.2 Further details are set out in our privacy policy, available at [insert URL or provide on request].


10. Place of Performance, Jurisdiction, Applicable Law

10.1 The place of performance for all obligations arising from the contractual relationship is our place of business.

10.2 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent permitted by law, the Supplier’s place of business.

10.3 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).


11. Final Provisions

11.1 Amendments and additions to these Terms and Conditions must be made in writing.

11.2 Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.

11.3 In the event of discrepancies between different language versions of these Terms and Conditions, the German version shall prevail.