Terms & Conditions of Sale and Delivery
§ 1 Scope of applicability
Our terms apply exclusively. Customer terms that differ from these are not acknowledged unless expressly approved in writing. These terms apply even when we deliver without objection despite awareness of conflicting customer terms.
All agreements made between us and the customer for the purposes of performing this contract are set down in writing in this contract.
§ 2 Offer — offer documentation
Offers are non-binding unless otherwise stated in the order confirmation. We retain ownership of images, drawings, calculations, and documents marked confidential. Disclosure to third parties requires our express written consent.
§ 3 Prices — payment terms
Prices are quoted ex-works, excluding packaging, unless agreed otherwise. Value-added tax appears separately on invoices.
The deduction of discounts for early payment requires a special written agreement. Payment is due net within 30 days of invoice unless modified.
Set-off rights apply only to legally enforceable, uncontested, or acknowledged counterclaims. Retention rights extend to counterclaims from the same contractual relationship.
§ 4 Delivery period
Delivery periods require resolution of technical issues and the customer''s fulfilment of obligations. If the customer is in default in acceptance, or if it culpably breaches other duties of cooperation, compensation for damages is owed.
Risk transfers to the customer upon default in acceptance or payment. Liability applies under statutory provisions for date-certain transactions and for cases where the customer loses interest in continued performance.
For grossly negligent breaches, liability is limited to the foreseeable, typically occurring damage.
Delays attributable to us allow lump-sum compensation of 0.3 % weekly, capped at 5 % of contract value.
Force majeure lasting more than two weeks extends the delivery period by up to five weeks plus a grace period. Claims for damages are excluded in any case.
The seller assigns supplier claims to the buyer and must notify immediately of hindrances. The buyer may require a declaration whether the seller withdraws or delivers within reasonable time.
Export requires compliance with national and international regulations. The buyer, in the case of exports, will refer to the relevant national and international export regulations.
§ 5 Reservation of title
All deliveries retain the seller''s ownership until complete payment. The goods remain our property until all claims arising before the transfer of ownership to the buyer have been settled.
Processing occurs for the seller''s benefit. Mixed or processed goods remain our property or create co-ownership based on value ratios.
The purchaser is obliged to manage the reserved goods and the stocks with which they have been mixed (or the objects with which they have been combined, as well as any new items produced from them) with due commercial care on our behalf.
The buyer may sell reserved goods in the ordinary course of business but assigns resale claims to the seller. Proceeds transfer immediately upon receipt. As long as the buyer fulfils his payment obligations, he is authorised to collect the claims assigned to us from the resale.
Upon full settlement, title transfers automatically to the buyer and assigned claims accrue to the buyer.
§ 6 Liability for defects
Entrepreneurs must comply with inspection obligations under § 377 HGB. Consumers must promptly inspect goods. The customer must provide written notice of obvious and, with proper inspection, discernible defects within 10 days of receipt of the goods.
Undetected defects require prompt notice after discovery.
Minor technical and avoidable deviations in quality, colour, width, weight, outfitting, or design may not be objected to.
For timely, proper objections, the customer chooses between cure or replacement. The customer must in every respect comply with the handling instructions and use instructions for the respective product.
If cure fails, the customer may rescind or reduce the price. Liability applies for wilful misconduct or gross negligence. Unless we can be charged with wilful breach of contract, liability for compensation of damages is limited to those that are foreseeable and typically incurred.
For PyroBubbles-LionGuard, warranty applies with proper usage and compliance with dangerous-goods regulations. We do not provide any guarantee on seals, closures, valves, and other wearing parts.
§ 7 Prescription
Entrepreneurs and public entities have six-month warranty-claim deadlines. Others have one year. For defective items, the deadline amounts to five years, starting on the date of delivery of the defective item.
§ 8 Transfer of risk and shipment
Risk passes to the buyer upon conveyance of the goods to the shipper or freight forwarder, but no later than upon leaving the delivery plant or shipment warehouse.
We select shipping means and routes without liability. Goods ready but unshipped may be stored at the buyer''s expense and considered delivered.
§ 9 Trademark rights
Outside Germany, we make no assurances regarding third-party trademark rights. This should be checked by the buyer in each case for the target country. Inside Germany, we confirm no known third-party rights.
§ 10 Suspension of obligations, posting of security, payment after due date
When post-contract circumstances threaten performance due to the buyer''s inability to pay, the seller may demand security or rescind after 12 days, claiming damages. Cash payment may be demanded for outstanding deliveries upon payment default.
§ 11 Effectiveness, place of performance, jurisdiction
Invalidity of individual provisions does not void the remaining terms. Jurisdiction is the seller''s registered office location. German law applies. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is precluded.