I. Scope
These General Terms and Conditions (GTC) apply—subject to paragraph 2—to all current and future contracts with companies, legal entities under public law, and special public-law funds concerning deliveries and other services, including contracts for work and services and the delivery of non-fungible goods. They also apply to all future business relationships, even if not explicitly agreed upon again.
Deviating terms and conditions of the other contracting party (hereinafter referred to as the "Customer") that we do not expressly acknowledge in writing are not binding on us, even if they are referenced in order documents and we do not explicitly object to them in individual cases.
These GTC do not apply if our offer is submitted as part of a tender under the German Construction Contract Procedures (VOB/A) or other public procurement procedures.
II. Conclusion of Contract
Our offers are non-binding and subject to change unless we have expressly designated them as binding. A contract with us is only deemed concluded when the customer unconditionally accepts our binding offer, receives our written order confirmation, or we begin executing the delivery or service.
If we issue a written order confirmation, it shall be decisive for the content and scope of the contract, unless expressly agreed otherwise.
All agreements made between the customer and us for the execution, supplementation, and/or amendment of the contract are only binding if made or confirmed in writing.
Information in brochures, samples, or specimens does not constitute guarantees of quality or durability unless expressly agreed in writing.
We reserve ownership, copyright, and other protective rights to all illustrations, calculations, drawings, and other documents. The customer may only pass these on to third parties with our written consent, regardless of whether we have marked them as confidential.
III. Prices
The prices and conditions agreed upon at the time of contract conclusion shall apply. These are net prices and are generally subject to the applicable value-added tax (VAT) or any comparable tax valid on the date of invoicing.
Unless otherwise agreed, prices are quoted ex works or warehouse, excluding packaging, freight, postage, insurance, unloading, and installation. For export deliveries, customs duties, fees, and other public charges are also excluded.
Since we source goods from various manufacturing plants or storage locations, prices may vary in individual cases. Specific details will be provided upon request.
Due to potential fluctuations in the purchase prices of steel and energy, we reserve the right to adjust the agreed prices for products that contain or depend on steel at our reasonable discretion. The price adjustment will take into account verifiable cost changes in the areas of raw steel and energy that directly affect the production or delivery of the products. We apply the following criteria:
If steel prices, according to the Fastmarkets Index HRC domestic Northern Europe (www.fastmarkets.com), have changed by more than 10% since the contract was concluded, we may demand a price adjustment by written notice to the customer up to the start of delivery (i.e., the handover of the goods to the transport company, or in the case of framework or follow-up orders, the handover of the next scheduled delivery). No price adjustment will be made for deliveries already completed. The amount of the adjustment will be based on the index and will also consider any offsetting cost changes in other areas, such as electricity procurement.
IV. Terms of Payment
Unless otherwise agreed or stated in our invoices, payment is due within 30 calendar days after delivery, without any deduction for early payment (discount). The decisive date for payment is the date the amount is received by us. The customer bears the costs of the payment transaction.
Payment by check is excluded unless expressly agreed in individual cases. In such cases, payment is only considered made once the check has been cashed.
A discount deduction is only permitted if specifically agreed in writing.
In the event of payment default, the customer shall owe default interest at the statutory rate, unless we can prove greater damage.
The customer is only entitled to offset claims if the counterclaims have been legally established, acknowledged by us, or are undisputed. The customer may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
V. Delivery and Delivery Time
Delivery dates or deadlines, unless otherwise agreed, refer to the shipping or collection date of the goods. Unless expressly agreed as binding, delivery dates or deadlines are always approximate. The delivery period specified by us begins only once all technical questions have been clarified.
If a non-binding delivery date cannot be met, the customer must grant a reasonable grace period of at least three (3) weeks for delivery.
If the underlying contract is a fixed-date transaction within the meaning of § 286 (2) No. 4 of the German Civil Code (BGB) or § 376 of the German Commercial Code (HGB), we are liable in accordance with statutory provisions. The same applies if the customer is entitled to assert that, due to a delay in delivery for which we are responsible, they no longer have an interest in fulfilling the contract. In such cases, our liability is limited to foreseeable, typically occurring damages, unless the delay is due to an intentional breach of contract for which we are responsible. We are also liable for the fault of our legal representatives or agents.
If we are in default and the customer suffers damage as a result, compensation is limited to 0.5% of the value of the delayed portion of the total delivery per full week of delay, but not exceeding 5% in total.
This limitation of liability also applies to claims for damages, poor performance, and/or reimbursement of futile expenses under statutory provisions.
The limitation does not apply to damages resulting from gross negligence or willful misconduct, or from culpable injury to life, body, or health.
Further liability for delivery delays for which we are responsible is excluded. The customer’s statutory rights and claims remain unaffected.
In cases of force majeure, the affected party is released from its obligation to deliver or accept goods for the duration and extent of the disruption. Force majeure includes events beyond the control of the parties, such as fire, floods, strikes, lawful lockouts, unexpected pandemics or epidemics, and operational disruptions or official orders not caused by the party. Supply issues or performance disruptions on the part of our suppliers are only considered force majeure if the supplier is likewise hindered by such an event.
The affected party must promptly inform the other party of the onset and end of the force majeure and make every effort to mitigate its effects.
The parties will coordinate on how to proceed and decide whether undelivered products should be delivered later. Regardless, either party may withdraw from the affected orders (in whole or in part) if the force majeure lasts more than eight (8) weeks beyond the agreed delivery date. Goods already delivered are not affected.
The right of either party to terminate the contract for good cause due to prolonged force majeure remains unaffected.
We are entitled to make partial deliveries and render partial services at any time, provided this is reasonable for the customer.
VI. Transfer of Risk / Shipping / Packaging
Loading and shipping are carried out uninsured and at the customer’s risk. Any additional costs arising from special shipping requests made by the customer shall be borne by the customer.
The risk of loss, damage, or deterioration of the goods passes to the customer upon dispatch from the manufacturing plant or warehouse. In the case of collection by the customer, the risk passes upon provision of the goods. If delivery to the construction site is exceptionally agreed upon, this must be done expressly and in writing.
We do not take back transport materials or any other packaging in accordance with the Packaging Ordinance, with the exception of pallets. The customer is responsible for disposing of the packaging at their own expense.
At the customer’s request and expense, we will insure the shipment through transport insurance.
VII. Warranty
The customer’s warranty claims exist only if they inspect the delivered goods for obvious defects—those that would be readily apparent to an average customer—and notify us without delay (within 8 days).
Warranty claims must be submitted in writing by the customer, specifying all identified defects and the circumstances under which they became apparent.
If the complaint is justified, we are obligated—excluding the customer’s right to withdraw from the contract or reduce the price (reduction)—to provide subsequent performance, unless we are entitled to refuse such performance under statutory provisions. The customer must grant us a reasonable period for subsequent performance. At our discretion, subsequent performance may be carried out either by remedying the defect (repair) or by delivering a replacement item. We will bear the necessary costs of remedying the defect, provided these are not increased because the item is located at a place other than the customer’s registered office.
In the case of replacement delivery of a defect-free item, we do not bear the costs for removing and transporting the defective item or for installing the replacement item.
If subsequent performance fails, the customer may choose to reduce the purchase price (reduction) or withdraw from the contract. A repair is considered to have failed after the second unsuccessful attempt, unless further attempts are reasonable and acceptable to the customer based on the nature of the item. The customer may only assert claims for damages due to the defect under the conditions outlined below after subsequent performance has failed. The customer’s right to assert further claims for damages under the following conditions remains unaffected.
VIII. Liability
We shall be liable for damages exclusively in accordance with the provisions of these terms. In principle, we are liable:
- for intentional or grossly negligent conduct, and
- for any culpable breach of essential contractual obligations.
Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
In the event of a simple negligent breach of an essential contractual obligation, our liability is limited to the damage that is foreseeable and typical for the type of contract in question.
In such cases, our liability per damage event is limited to 50% of the respective contractual remuneration, and the total liability for all damages caused by simple negligence in connection with the contract is capped at EUR 500,000.00.
Liability for damages resulting from injury to life, body, or health, as well as liability under the German Product Liability Act, remains unaffected.
To the extent that our liability for damages is excluded or limited under the above provisions, this also applies to the personal liability of our corporate bodies, employees, and other staff, representatives, and agents, including statutory liability for tort.
The customer is not entitled to withdraw from the contract due to a breach of duty not attributable to us and not related to a defect in the purchased item or work.
IX. Limitation Periods
The customer’s claims for defects shall become time-barred one year from the statutory commencement of the limitation period. Excluded from this are claims under §§ 438 (1) Nos. 1 and 2, and § 634a (1) No. 2 of the German Civil Code (BGB).
Other contractual claims by the customer—provided they are a business entity—due to breaches of duty shall also become time-barred one year from the statutory commencement of the limitation period.
The statutory limitation periods remain unaffected in the following cases:
- for damages resulting from injury to life, body, or health;
- for other damages caused by intentional or grossly negligent breach of duty by us, our legal representatives, or agents;
- for the customer’s right to withdraw from the contract due to a breach of duty attributable to us that does not relate to a defect in the purchased item or work;
- for claims based on fraudulent concealment of a defect or a guarantee of quality;
- for claims for reimbursement of expenses under § 445a (1) BGB;
- for claims for damages under the Product Liability Act.
X. Retention of Title
Until all claims we have against the customer—present or future—are fulfilled, the delivered goods (retained goods) remain our property.
The customer is obligated to handle the retained goods with care. Any necessary maintenance and inspection work must be carried out by the customer at their own expense and in a timely manner.
If the retained goods are seized by third parties, the customer must point out our ownership and notify us immediately in writing of the seizure.
The customer is entitled to resell the retained goods in the ordinary course of business, provided they are not in default of payment. Pledging or transferring ownership by way of security is not permitted. In the event of resale, the customer hereby assigns to us, as security, all claims arising from the resale against the purchaser.
We authorize the customer to collect the claims assigned to us in their own name and for our account. This collection authorization may be revoked at any time if the customer fails to meet their payment obligations properly. If we revoke the collection authorization, the customer is obliged to inform the debtor of the assignment. The customer is not authorized to assign these claims for the purpose of debt collection via factoring unless the factor is simultaneously obligated to pay the consideration directly to us as long as claims against the customer still exist.
The customer is also entitled to process or transform the retained goods in the ordinary course of business. If the customer processes the retained goods, such processing is carried out in our name and on our behalf. We acquire ownership of the new item. If the processing involves materials from multiple owners, we acquire co-ownership of the new item in proportion to the value of the retained goods. If the customer acquires sole or co-ownership of the new item, they hereby transfer such ownership to us under the condition precedent of full payment of the purchase price.
If the retained goods are combined or mixed with other items belonging to the customer and the customer’s item is considered the main item, the customer shall transfer to us a co-ownership share in the main item corresponding to the value of the retained goods, under the condition subsequent of full payment of the purchase price. If the customer sells the new item or the item resulting from the combination or mixing, they hereby assign to us the resulting claim against the purchaser as security. If we have acquired a co-ownership share in the item, the customer shall assign the claim proportionally to the value of our co-ownership share.
In the event of the customer’s breach of contract, e.g., payment default, we are entitled—after setting a reasonable deadline—to withdraw from the contract and demand the return of the retained goods.
XI. Place of Performance / Jurisdiction / Applicable Law
The place of performance and exclusive place of jurisdiction for all claims arising from the business relationship (including check and bill of exchange claims) with merchants and legal entities under public law is Montabaur.
For cross-border deliveries, Montabaur is the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Article 25 of Regulation (EU) No. 1215/2012). However, we reserve the right to bring an action against the customer at their general place of jurisdiction or before any other court that has jurisdiction under Regulation (EU) No. 1215/2012.
The legal relationship between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. However, we are also entitled to bring an action against the customer before any other court that has legal jurisdiction.
XII. Final Provisions
Should any provision of this contract be or become invalid, the validity of the remaining provisions shall not be affected.
All our previous General Terms and Conditions for deliveries and services are hereby repealed.