General Terms and Conditions / AGB's
1. General - Scope of Application
1.1. These Terms and Conditions apply to all current and future business relationships.
1.2. For the purposes of these terms and conditions, “consumers” are natural persons with whom a business relationship is entered into, provided that such persons are not engaged in any commercial or self-employed activity.
For the purposes of business relationships, “business entities” refers to natural persons, legal entities, or partnerships with legal capacity with whom a business relationship is established and who act in the course of a commercial or self-employed activity.
For the purposes of these Terms and Conditions, “customers” include both consumers and businesses.
1.3. Any deviating, conflicting, or supplementary general terms and conditions of the client shall not become part of this contract, even if the client is aware of them, unless their validity is expressly agreed to in writing and confirmed in the contract.
1.4. The “Special Terms and Conditions for System Construction” apply to the installation at the customer’s premises of items supplied by us.
2. Placing of Order
2.1. Our offer is subject to change until the contract is awarded.
2.2. By placing an order, the client makes a binding declaration of intent to award the contract. We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. Acceptance may be declared either in writing or by delivering the work to the client.
2.3. Our written order confirmation shall be binding for the fulfillment of the order.
2.4. In der schriftlichen Auftragsbestätigung wird der voraussichtliche Liefertermin angegeben.
2.5. The information provided in catalogs, brochures, newsletters, advertisements, illustrations, and price lists regarding weight, dimensions, capacity, price, performance, and similar details is for reference only. Such information becomes binding only if it is expressly referenced in the contract.
2.6. The contract is concluded subject to the condition that our suppliers deliver the goods to us correctly and on time. This applies only if we are not responsible for the non-delivery, in particular if we have entered into a corresponding covering transaction with our supplier.
The client will be notified immediately of the unavailability of the service. The payment will be refunded immediately.
2.7. Our employees and other representatives are not authorized to enter into any verbal agreements that go beyond the terms of the written contract. Therefore, the terms of the contract consist solely of what we have set forth in writing as agreed or what we have confirmed in writing as such.
2.8. All documents that may be associated with the placement of an order, such as cost estimates, drawings, etc., are our property, and we reserve all copyrights thereto. These documents may not be disclosed to third parties unless the customer has our written consent. If we do not accept the customer’s offer, the customer is obligated to return the documents to us immediately.
3. Delivery Time
3.1. 3.1 An agreed delivery time is considered an estimate. It begins on the date the order confirmation is sent, provided that all technical issues have been resolved, and is deemed to have been met if the goods have left our factory within two weeks of that date or if notification has been given that the goods are ready for shipment.
3.2 If the contract is amended after we have sent our order confirmation, the delivery period shall recommence upon our sending of the confirmation of the order amendment, in accordance with the terms of that confirmed amendment.
3.3. The delivery period shall be extended — even during any delay in delivery — by a reasonable amount in the event of unforeseeable obstacles that we could not have prevented despite exercising the due care expected under the circumstances. This applies in particular to operational disruptions—both within our own operations and at third-party facilities on which production and transport depend—caused, for example, by war, strikes, lockouts, riots, shortages of coal or energy, failure of transportation systems, labor restrictions, and all other cases of force majeure. We will notify the client of such obstacles immediately upon becoming aware of them, unless the obstacle is already generally known.
3.4. The agreed delivery period shall also be extended by the period during which the customer is in default of its obligations to us under this or any other contract.
This does not affect our other rights with respect to the customer’s default.
3.5. The customer is not entitled to terminate the contract or claim damages for failure to meet the delivery deadline until the customer has set us a reasonable grace period in writing and has issued a notice of refusal. A grace period of two weeks is considered reasonable. If the delay is due to willful misconduct or gross negligence, the customer is entitled to compensation for the foreseeable damages. In this case, liability for damages is limited to 50% of the reported damages.
4. Limitations of Liability
4.1. In the event of breaches of duty resulting from slight negligence, our liability is limited to damages incurred as a result of procuring the goods from another source and to the amount of the purchase price.
We are not liable to companies for breaches of our contractual obligations resulting from slight negligence.
4.2. The limitations of liability do not apply to the client’s claims under product liability. Furthermore, the limitations of liability do not apply in cases of bodily injury, damage to health, or death of the client attributable to us.
4.3. In the event of unforeseeable circumstances as described in 3.3. If the economic significance or the content of the delivery changes significantly or has a significant impact on our operations, the contract shall be reasonably adjusted in accordance with the principles of good faith. If this is not economically feasible, we shall be entitled to withdraw from the contract. If we wish to exercise this right of withdrawal, we must notify the client immediately upon realizing the significance of the event, even if an extension of the delivery period had initially been agreed upon with the client.
5. Prices
5.1. Prices are quoted ex works, excluding packaging and shipping costs, and are subject to applicable sales tax.
5.2. Orders for which fixed prices have not been expressly agreed upon will be billed at the prices in effect on the date of delivery.
5.3. In the case of agreed prices, we reserve the right to demand a corresponding adjustment to the agreed price in the event of changes in material prices, wages, freight rates, energy costs, sales tax, or customs duties, unless delivery takes place within six weeks (or four months for non-merchants) of order confirmation. In the event of cost increases related to price adjustment factors, particularly those involving pipe materials purchased from suppliers, we may increase the agreed-upon price accordingly under the aforementioned conditions, provided that the cost increase has occurred by the time of delivery.
5.4. Any changes in the agreed currency or in the exchange rate against the euro that occur after the contract is concluded shall be borne by the client.
5.5. We may charge for the packaging at cost and do not accept returns.
6. Terms of Payment
6.1. Payments must be made in euros within 7 days of the invoice date, without any discount, either in cash or by bank transfer to an account designated by us. If payment is not received within 10 days of the invoice date, and following an unsuccessful reminder with a one-week payment deadline, we are entitled to charge late payment interest at a rate of 5 percentage points above the base rate to consumers, and at a rate of 5 percentage points above the base rate to businesses, no later than 30 days after the due date and receipt of the invoice. The assertion of higher interest damages is not excluded. Furthermore, in the event of non-compliance with any claims, we are authorized to withdraw from the contract and/or take back the goods. After taking back the goods, we will dispose of them in the best possible manner. We are entitled, and if the buyer so requests, obligated, to have an official appraisal report prepared by a publicly sworn expert.
6.2. We accept bills of exchange, checks, and other negotiable instruments only by prior agreement, on account of performance, without guarantee against protest, and provided they are discountable. We charge discount fees starting from the due date of the invoice amount. The client is responsible for covering collection costs, bank interest, and fees.
6.3. For larger orders, we may require advance payments or partial payments corresponding to the work performed.
6.4. The client may not set off any counterclaims that we do not recognize, unless such counterclaims are undisputed or have been finally adjudicated in the client’s favor.
6.5. The client may assert a right of retention only to the extent that it is based on the same contractual relationship.
6.6. In the event of complaints regarding defects, the client may withhold payments in an amount that is proportionate to the material defects that have occurred. The customer may withhold payment only if a complaint regarding a defect is made and there is no doubt as to its validity. If the complaint was made without cause, the supplier is entitled to demand reimbursement from the customer for any expenses incurred.
6.7. Payments made will be applied to the oldest outstanding claim against the client, even if the payment is made for specifically designated goods.
6.8. The client has no right to refuse performance or to withhold payment unless the same contractual relationship serves as the basis for a counterclaim.
6.9. If we become aware of circumstances that suggest the customer has poor creditworthiness, we shall be entitled, after the conclusion of the contract and in addition to the provisions of Section 321 of the German Civil Code (BGB), to demand immediate and adequate security or payment of the claim. If the client is in default on at least 40% of its obligations, we are entitled to declare all of our claims against the client immediately due and payable.
7 Delivery, Shipment, Freight, Transfer of Risk
7.1. Our written order confirmation shall be binding for the fulfillment of the order.
7.2. If the goods are shipped at the Customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon delivery to the Customer’s shipping agent, but no later than when the goods leave the supplier’s factory or warehouse, even if the shipment does not originate from the place of performance.
7.3. If the goods are ready for shipment and shipment or acceptance is delayed for reasons beyond our control, the risk shall pass to the customer upon receipt of the notice of readiness for shipment. For the purpose of notifying the customer, transmission by fax and proof via fax record shall suffice.
7.4. If the Customer fails to accept delivery promptly within 7 business days of notification of completion or, in the case of notified shipment, within 7 business days of such notification, we shall be entitled, at the Customer’s expense and risk, either to store the goods ourselves or to store them at a third-party freight forwarder’s or warehouse. The same applies if the delivery or shipment of the goods is postponed at the Customer’s request or is impossible for an extended period due to circumstances beyond our control.
7.5. Unless we specify otherwise for certain products from
Unless transport insurance is already provided by the client, we will only arrange such insurance at the client’s request and expense.
7.6. We are entitled to make partial deliveries of the total order to a reasonable extent and to invoice them separately.
7.7. If the customer is in default of acceptance or culpably fails to fulfill other obligations to cooperate, we may demand reimbursement for any resulting costs, including any additional expenses. In the event of default of acceptance or culpable failure to fulfill obligations to cooperate, the risk of accidental deterioration or accidental loss shall pass to the buyer.
7.8. Billing is based on the actual quantity delivered.
Production-related variations in the length of fabric sold by the meter of up to ±5% are considered standard in the industry and in accordance with the contract.
8. Reservation of Title
8.1. The delivered goods remain our property, irrespective of the customer, until the customer has paid all claims arising from the business relationship with us, including any future claims, and in particular any outstanding balance on the current account. The presentation of a check or promissory note is not considered payment until the instrument has been cashed. While the retention of title remains in effect, the customer bears the risk of loss or deterioration of the goods until they have been paid for in full.
8.2. All rights, in particular ownership, copyrights, and similar rights, to technical drawings, assembly instructions, and other documents provided to or otherwise handed over to the Client remain with us and are not transferred to the Client. The client may not disclose these documents to third parties unless it is absolutely necessary to fulfill the purpose of the contract.
8.3. Our right of ownership also extends to any new goods or items created through processing, mixing, blending, or filling. Any processing, treatment, mixing, or combination of the goods subject to retention of title by the Customer shall be carried out on our behalf until full payment has been made. If, upon combination with third-party goods, the third party’s ownership rights remain in effect, we shall acquire proportional co-ownership based on the value. The customer undertakes to carefully store and secure the goods subject to retention of title on our behalf. The customer must immediately notify us in writing—preferably by fax in advance—of any attachment or any other impairment of his or our rights by third parties.
8.4. The customer is entitled and authorized to resell the goods subject to retention of title in the ordinary course of business, but not to pledge them or assign them as security, provided that the claim arising from the resale is transferred to us. To this end, the Customer hereby assigns to the Seller the purchase price claim to which it is entitled from the resale of the goods, together with ancillary rights, in accordance with Section 8.8. to us. If the purchase price claim arising from the resale is in turn recorded in a current account, the Client hereby assigns to us, in the corresponding amount, its claim for payment of the amount resulting from the next balance statement. We hereby accept this assignment.
8.5. Notwithstanding the assignment, which is not to be disclosed to the client’s third-party customer at this time, the client is entitled to collect the assigned claim as long as it fulfills its obligations to us and does not become insolvent. However, we reserve the right at any time to revoke the authorization to collect this claim and to assert the claim ourselves. Upon request, the client must provide us with individual notices of assignment, identify the third-party buyers, and confirm or notify them of the assignment. Furthermore, the client must provide us with all information necessary for the enforcement of the assigned claims.
8.6. If the goods subject to retention of title are resold together with other goods, the provisions of Section 8.4. and section 8.5. The provisions set forth herein shall apply only to the value of the goods subject to retention of title, which serve as security for us and are resold together with the other goods.
8.7. The assignment of rights to a newly created item shall secure the claims to which we are entitled arising from the business relationship up to an amount exceeding the outstanding claims by 15%. Beyond this, no assignment of claims to us shall take place, and we shall, at the client’s request, release collateral at our discretion. This also applies to the creation of co-ownership shares and any resulting claim upon resale, such that the claim secures our claims only up to the amount of the co-ownership shares plus 15%.
8.8. The customer must immediately notify us of any legal or actual claims by third parties against the goods subject to retention of title or the receivables assigned in advance, and must provide us with the documents necessary for us to take action. Similarly, he must notify us immediately in writing of any damage to or loss of goods subject to retention of title. In the event of seizure by third parties, the seizure report or the final seizure document must be submitted to us.
8.9. The customer’s authorization to resell the goods subject to retention of title in the ordinary course of business shall expire if the customer defaults on its obligations, becomes insolvent, or if a petition is filed against it for a judicial settlement, bankruptcy, or similar proceedings.
8.10. At our request, the customer must insure the goods to the extent customary in the industry at its own expense, perform maintenance and inspection work at its own expense, and handle the purchased goods with due care until ownership has been transferred to the customer. In particular, when purchasing vehicles, the client is required to obtain comprehensive insurance. If the client fails to do so within the specified time frame, we are authorized to obtain insurance on the client’s behalf.
8.11. We agree to release any collateral to which we are entitled upon the customer’s request, provided that the value of the collateral exceeds the value of the purchased goods by 20%. In the event of such a claim, we will release the excess collateral.
9 Warranty, Limitation Period, Guarantee
9.1. For defects in the goods that are specified in writing and that have arisen despite all due care, we will initially provide a warranty, at our discretion, by either repairing or replacing the goods.
9.2. If we seriously and definitively refuse to fulfill our obligations, refuse to remedy the defect or provide subsequent performance due to disproportionate costs, if subsequent performance fails, or if it is unreasonable for the client to accept it, the client may, at his or her discretion, demand either a reduction in the remuneration (price reduction) or rescission of the contract (withdrawal) and claim damages within the scope of the limitation of liability in lieu of performance.
9.3. In accordance with Section 377 of the German Commercial Code (HGB), the customer must notify us in writing of any material defects without delay.
9.4 Claims for defects shall not apply in cases of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or special external influences not provided for in the contract, as well as in the case of non-reproducible software errors. If the client or third parties carry out improper modifications or maintenance work, no claims for defects shall arise in respect of such work or the resulting consequences.
9.5. Unless we are responsible for the breach of duty constituting the defect, the client is not entitled to terminate the contract.
9.6. Claims by the customer for expenses incurred in connection with subsequent performance—in particular transportation, travel, labor, and material costs—are excluded to the extent that such expenses increase because the delivered item was subsequently moved to a location other than the customer’s premises, unless such movement is consistent with the item’s intended use.
9.7. The client’s claims for recourse against us under Section 278 of the German Civil Code (BGB) (recourse by the company) exist only to the extent that the client has not entered into any agreements with its customer that go beyond the statutory claims for defects. Furthermore, Article 9.5 applies mutatis mutandis to the scope of the customer’s right of recourse against the supplier pursuant to Section 478(2) of the German Civil Code (BGB).
9.8. The Client’s rights arising from defects that do not relate to a structure or a work consisting of the provision of planning and supervision services for such a structure or work shall be subject to a one-year statute of limitations beginning on the date of acceptance of the work or the item repaired. This short limitation period does not apply if we are guilty of gross negligence, or in the event of bodily injury, damage to health, or loss of life attributable to us. Our liability under the Product Liability Act also remains unaffected.
9.9. In the event of fraudulent concealment of defects or the assumption of a warranty regarding quality, further claims remain unaffected.
9.10. We do not provide the client with any guarantees in the legal sense.
9.11. In addition, Article 4 applies to claims for damages. Any claims by the Client against us and our agents arising from a material defect that go beyond or differ from those specified in this Article 4 are excluded.
9.12. Our installation and application recommendations for our PL products are provided without warranty and are based on the latest state of the art.
10. Final Provisions, Miscellaneous
10.1. The laws of the Federal Republic of Germany apply. The application of international sales law is excluded.
10.2. For contracts with business entities, the place of performance for deliveries and payments shall be exclusively our registered office.
10.3. For contracts with business entities, the exclusive venue for all disputes arising from the contract is our place of business.
The same applies if the customer does not have a general place of jurisdiction in Germany or if the customer’s domicile or habitual residence is unknown at the time the action is filed.
10.4. The client’s data is processed and stored electronically.
10.5. If any provision of the contract with the client, including these General Terms and Conditions, is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. Any provision that is wholly or partially invalid shall be replaced by a provision agreed upon by the parties that comes as close as possible to the economic effect of the invalid provision.
Stand: 27.04.2026
