Terms of service

  1. s starts at the moment of surrender. The customer shall notify us of any hidden defects without delay after these have been discovered. If the customer omits to immediately examine the consignment and to file a complaint in good time, the customer may not stand on its rights in case of defects.
  2. If the customer has performed its obligations to examine and to make a complaint, the following shall apply:
    1. If the quality of our consignment deviates from the agreed quality to an immaterial extent only, the customer shall only have a right to an appropriate reduction of the price. If no quality has been agreed upon, the standard quality shall apply.
    2. In case of considerable deviations, the claims of the customer due to defects are initially limited to the right to subsequent fulfilment. We have the right to choose between rectification of the defect and substitute delivery. Should the rectification or substitute delivery fail, be unreasonable, denied, or inadequately delayed, the customer shall be entitled to its other rights in case of defects defined by law. Subsequent fulfilment is deemed to have failed after the second attempt without success if notably the nature of the object, or the defect, or other circumstances do not produce any other result.
    3. Should we, pursuant to the aforementioned, be liable to pay damages instead or in addition to the performance, the extent of our liability shall be governed by VIII.
  3. If only individual consignments from among several consignments sold are defective, any legal right of the customer to rescind the contract is limited to these consignments. This also applies if the consignments were sold as belonging together, except and unless the defective products or systems cannot be separated from the others without damage or if such separation is unconscionable for the customer. The customer shall set forth the reasons of unconscionability. The preceding regulations apply by analogy with regard to individual defective parts of a consignment insofar as the consignment remains usable apart from these parts.
  4. The warranty shall not be applicable if the customer modifies the supplied item or has it modified by third parties without our consent, and elimination of the defect is hence impossible or rendered unreasonably difficult. In any case, the customer undertakes to bear the additional costs arising from the modification.

VIII. Limitations of liability, exclusion of withdrawal from the contract

  1. Any liability for culpable fatal injury, personal injury, or injury to health remains unaffected; this shall also apply to any mandatory liability arising from the ProdHG [German Product Liability Act]. The same shall apply to fraudulent intent.
  2. We shall be liable as defined by statutory provisions in case the customer asserts claims for damages due to intent or gross negligence by us, our agents, or vicarious agents or due to breach of an essential obligation under the contract. If we are not charged with intentional or grossly negligent breach of contract, the liability for damages shall be limited to the foreseeable, typical damage. A foreseeable, typical damage does not include lost profit or consequential damage of the customer. For the case of slight negligence our liability shall be limited to the benefits and contractual sums of the manufacturer’s and product liability insurance we have taken out and which we will present to the customer upon request. Insofar as the insurance we have taken out, does not pay benefit (e.g. because of retention or annual maximisation), we pay damages ourselves in case of slight negligence up to the amount insured at maximum.
  3. In any other case, claims for damages against us, whether arising from the contract or not, irrespective of the statutory basis, shall be excluded.
  4. Insofar as our liability is excluded or limited in accordance with the preceding paragraphs, this shall also apply to the liability of the persons employed in the performance of our obligation and our vicarious agents.
  5. Rights of the customer to withdraw from the contract due to a violation of obligation for which we are not answerable and which does not consist in a defect of the goods, are excluded.
  6. Insofar as we have granted the customer certain rights within the framework of a warranty of quality or of durability, such rights remain unaffected by the aforementioned limitation of liability.

IX. Delivery of single-use products in B2B

Should we deliver single-use products to the customer within the scope of B2B, the following shall apply regarding warranty and liability:

1. Warranty

  1. The customer shall examine the consignment – even by processing the product as a trial – immediately upon receipt for defects, wrong delivery, and wrong quantity.
  2. In case of apparent defects and nonconformity we shall immediately be notified in writing or within eight days upon receipt of the consignment at the latest and in case of hidden defects and nonconformity immediately upon detection. We reserve the right to examine such goods for defects and nonconformity before recognising any claim.
  3. With the start of further processing and treatment of the delivered goods at the latest, potential warranty claims against us will be subject to extinction.
  4. In case of defects for which we are answerable, we will deliver substitute goods free of charge as rectification of the defect is impossible. Should the substitute delivery be impossible, we will credit the purchase price to the customer’s account.

2. Liability

  1. If the customer becomes responsible for the product, the following shall apply: the customer assumes the product liability towards third parties pursuant to domestic or foreign law. The customer undertakes to process and settle, if applicable, all claims, including any necessary costs for defence, filed by a third party regarding the product and exempts us from such claims and any costs incurred in this context.
  2. The customer is entitled to have recourse against us if and insofar as the damage caused by a production defect was based on grossly negligent or deliberate misconduct by us. The recourse shall be limited to the amount covered by our product liability insurance.
  3. Liability for slightly negligent violation of obligation shall be excluded.
  4. Claims for damages by the customer due to delay or impossibility of delivery shall be limited to one third of the purchase price for that part of the consignment subject to delay or non-delivery.
  5. §§ 474 et seq. BGB [German Civil Code] shall not apply insofar as the delivered goods are an intermediate product requiring further processing by the customer to become a finished product.
  6. Claims of the customer beyond this, especially for reimbursement of loss of profit as well as compensation for other harm or consequential harm caused by a defect, no matter on what legal ground, shall be excluded as far as permitted by law.

X. Limitation periods

  1. Claims of the customer due to a defect in the consignments become statute-barred after one year.
  2. In deviation of the provision above, the statutory limitation periods apply to the following claims of the customer:
    1. on account of damage resulting from injury to life, limb, health or from the violation of a major contractual obligation,
    2. on account of other damage resulting from an intentional or grossly negligent violation of obligations by us, by our legal representatives, or by our vicarious agents,
    3. on account of a fraudulent concealment of a defect.
  3. The regulation under IX, Item 2 applies by analogy in respect of the customer’s rights to withdraw from the contract due to a violation of obligations, for which we are not answerable and which does not consist in a defect of the goods.
  4. Claims of the customer deriving from a warranty of quality or durability become statute-barred after one year; the start of the statutory limitation period depends on statutory provisions.
  5. Our claims against the customer become statute-barred in accordance with the legal regulations.

XI. Retention of title

  1. Our consignments remain our sole property until all claims and receivables (including all balance claims from current accounts) against the customer accruing to us now or in the future for any legal reason whatsoever will have been settled.
  2. The processing or transformation of our consignments by the customer is always carried out on our behalf. If our consignments are processed, transformed, inseparably mixed, or joined with other objects that do not belong to us, we acquire the co-ownership of the new object in the ratio of the value of our consignments to the value of the other processed object at the time of processing, transformation, mixing, or joining. If the other object is to be seen as the main object, it is now already agreed that the customer shall confer pro rated co-ownership upon us. We accept this transfer of co-ownership. The customer shall keep free of charge our jointly owned property in safe custody for us. Apart from this, the same applies to the product arising as a result of the processing as applies to the consignments that we delivered with reservation.
  3. The customer is entitled to process and to sell our consignments in the proper way of business as long as the customer is not in default with its financial obligations towards us. Pledging or transfer by way of security shall be prohibited. The customer herewith already assigns to us any and all claims arising from the further sale of our consignment (including all balance claims from current account), insurance claims, as well as claims against third parties on account of damage, destruction, theft, or loss of the goods. We accept this assignment of claims. If we have only co-ownership in the consignments delivered by us, this advance assignment of claims shall be limited to that part of the claim that corresponds to our share of co-ownership. In the case of the further sale of the consignments, the customer shall reserve title to same vis-à-vis its customers until the purchase price has been paid in full. The customer is not entitled to resell the goods to third parties if the claim for payment of the purchase price deriving from reselling is subject to a ban on assignment.
  4. We revocably authorise the customer to collect the sums due to us for the customer’s own account and in the customer’s own name. This authorisation to collect can be revoked if the customer fails to properly meet its obligations to pay towards us or if our claims appear to be endangered due to the inability or limited ability of the customer to pay. On demand, the customer shall name to us the debtors of the sums due. If the customer assigns its receivables from reselling of goods within the framework of genuine factoring, the customer shall notify us of this. The customer already assigns to us its claim against the factor deriving from the assignment of the claims for payment in the amount of the claim that was to be thus secured.
  5. In the case of seizure or attachment by third parties of consignments that fall under our retention of title, the customer shall draw attention to our title and shall notify us without delay. Potential intervention costs shall be borne by the customer, to which we will progressively assign any claims against the third party for the reimbursement of costs against payment of the intervention costs.
  6. The customer is entitled to demand the release of receivables from us insofar as the value of our security exceeds our receivables to be secured by more than 10 %. Which receivables shall be released, is at our choice.
  7. The customer will insure the consignments which are our property, against loss and/or destruction. For deliveries abroad, the customer will ensure that we will be granted a corresponding security interest by separate agreement, which covers the extended reservation of title.

XII. Industrial property rights and copyrights, licences

  1. We reserve our rights of ownership and copyright in respect of illustrations, drawings, and other documents, as well as documentation provided to the customer, as well as all industrial property rights without any restrictions. These must not be made accessible to third parties without our express consent. Such consent shall be given in writing. The same applies to corresponding rights of other manufacturers in their illustrations, drawings, and documents.

XIII. Applicable law, place of performance, place of jurisdiction

  1. The contract is exclusively governed by German substantive law, to the exclusion of the UN Agreement concerning Contracts for the International Sale of Goods (CISG) as well as to the exclusion of possible conflict of law rules and regulations of determination of the municipal system of law.
    1. The place of performance for our consignments ex works is the corresponding dispatching factory or warehouse. The place for payment for the customer is our company’s domicile in Bremen/Germany.
    2. The exclusive mutual place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Bremen/Germany if the customer is a businessperson, a legal person under public law, or a special fund under public law. However, we also have the right to take legal action against the customer at its general place of jurisdiction.
    3. Also in the case of cross-frontier consignments, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Bremen in the Federal Republic of Germany. We reserve the right to also have recourse to any other court that is competent and responsible at the local and international level.
    4. If the customer’s domicile is beyond the Federal Republic of Germany but within the European Union, the customer shall be committed to compliance with the Turnover Tax Law applicable in the European Union. The customer is obliged to give notice of its VAT ID and to make available necessary information as to the customer’s status as entrepreneur, the use and transport of our consignments, and the statistical obligation to register.
    5. The customer consents to storage and processing as defined by the European General Data Protection Regulation EU-GDPR, of the data disclosed within the scope of the contractual relationship and business relation as far as this is required to execute the contract, in particular to handle the job and to render customer support services. In this respect, the customer’s interest shall be taken sufficiently into account.
    6. Should the agreement entered into be incomplete or should single provisions of the agreement be or become ineffective – entirely or partly – this shall not affect the validity of the remaining provisions. The parties agree to replace the invalid provision by and/or supplement the agreement with a valid provision which comes as close as possible to the original intention the parties had in mind without this provision or with the invalid provision.

XIV. Export permits

  1. The export of consignments and/or technical know-how can be subject to domestic and/or foreign export control requirements. The customer undertakes to observe all applicable export control requirements and to impose this on a potential taker.
As of April 2020