General Sales Terms

1. General

a) The following sales terms shall apply exclusively for our services and deliveries. We will not recognize opposing terms or buyer's terms deviating from our sales terms, unless we expressly agreed to them in writing. Our sales terms shall also apply if we perform our delivery without notice, although we are aware of opposing terms or buyer's terms deviating from our sales terms.

b) All agreements between us and the buyer for implementing this contract are included in this contract in writing.

c) Our sales terms only apply to entrepreneurs (Section 14 of the German Civil Code (Bürgerliches Gesetzbuch)) and legal persons or special funds under public law.

d) Our sales terms also apply to any future business with the buyer.

e) Any depictions, drawings, calculations and other documents shall remain our property and under our copyright. This also applies to written documents labeled as "confidential." Before transferring them to third parties, the buyer must obtain our written permission.

2. Order Confirmation and Cancellation

a) We assume complete technical and commercial clearance for all incoming orders.

b) All offers are tentative until a written order confirmation is provided by us. When receiving and accepting an order, production will be initiated immediately to ensure the fastest possible delivery. Production changes or annulments can therefore not be made. Subsequent changes can only be made by compensating any costs incurred until then.

c) Prospectuses, advertising material, catalogs, images, price lists, etc., for our goods and services and the data contained therein are non-binding, unless specifically labeled by us as binding. Slight changes in construction, form or execution due to technical improvements do not justify complaints or cancellations.

d) Should the buyer withdraw from the contract without us being at fault or should the buyer distance himself from the contract in any other way, we may demand 40% of the contract value as compensation for lost earnings and resulting costs, unless the buyer can prove that no or significantly lower damages were incurred. Our right to specifically determine the resulting damages shall remain unaffected.

3. Prices

a) Unless stated otherwise in the order confirmation, our prices apply "ex works." All prices assume uninterrupted implementation within the production and delivery of the entire order. Order partitions requested by the buyer will result in increased costs that will be charged to the buyer.

b) Unless fixed prices are agreed, cost determination will follow the prices valid on the day of delivery. We reserve the right to change our prices accordingly if cost increases or decreases occur, especially due to collective agreements or material price changes. These will be demonstrated to the buyer on request.

c) VAT is not included in our prices. Its legal amount on the invoice date is listed separately on the invoice.

d) Should a foreign buyer from the European Single Market fail to meet his VAT payment requirements, our prices will be increased by the respective VAT of the Federal Republic of Germany.

4. Payment

a) Our invoices generally feature net amounts payable during goods handover. Should one of our assessments result in a negative credit rating for a buyer, the purchasing price must be paid to us in full before production commencement.

b) Discount reductions require special written permission.

c) Payments may only be made directly to us. They will be used to compensate any resulting costs and interest first, then for the oldest outstanding claims. Bills of exchange, checks and other means of payment will only be accepted on account of payment. Discount and other exchange costs and any other fees charged by the bank will be charged to the buyer.

d) Only persons who received the power to collect from us in writing may receive payments.

e) Should the buyer fall behind with payments, we may charge a default interest of 10% above the base rate p.a. If we can demonstrate that greater damages were caused by the delay, we may demand respective compensation.

f) In case of outstanding payments by the buyer, all our claims from transactions become due immediately, even if we accepted checks or bills of exchange. This shall also apply if the buyer only fell behind with partial amounts.

g) The buyer may only offset costs if his counterclaims have been legally established, are indisputable or have been recognized by us. Otherwise, he may neither refuse payment or exercise a right of lien.

a) Our invoices generally feature net amounts payable during goods handover. Should one of our assessments result in a negative credit rating for a buyer, the purchasing price must be paid to us in full before production commencement.

b) Discount reductions require special written permission.

c) Payments may only be made directly to us. They will be used to compensate any resulting costs and interest first, then for the oldest outstanding claims. Bills of exchange, checks and other means of payment will only be accepted on account of payment. Discount and other exchange costs and any other fees charged by the bank will be charged to the buyer.

d) Only persons who received the power to collect from us in writing may receive payments.

e) Should the buyer fall behind with payments, we may charge a default interest of 10% above the base rate p.a. If we can demonstrate that greater damages were caused by the delay, we may demand respective compensation.

f) In case of outstanding payments by the buyer, all our claims from transactions become due immediately, even if we accepted checks or bills of exchange. This shall also apply if the buyer only fell behind with partial amounts.

g) The buyer may only offset costs if his counterclaims have been legally established, are indisputable or have been recognized by us. Otherwise, he may neither refuse payment or exercise a right of lien.

5. Packaging/Delivery/Transfer of Risk

a) Packaging shall follow customary commercial practice. Special or replacement packaging, e.g., for unpackaged objects to be repaired, will be charged at cost. For certain articles susceptible to transportation damage, special packaging costs will be charged. Returns of transportation packaging or any other packaging according to the German Packaging Ordinance (Verpackungsordnung) will not be accepted by us.

b) If the buyer specifically requested a special shipping method, we will charge him the resulting costs.

c) Unless stated otherwise in the order confirmation, delivery "ex works" has been agreed. Delivery will be freight collect, unless agreed to otherwise in writing.

d) The risk of accidental loss or deterioration of the goods ordered from us shall be transferred to the buyer after goods shipment, even if we cover the shipping costs or transport the goods through one of our vehicles. If the buyer wishes, we can provide transportation insurance at his expense.

e) The buyer shall be responsible for unloading the goods. He must unload the goods immediately upon receipt. Unusually long unloading and waiting periods lead to increased costs which shall be borne by the buyer. If shipment damages or losses occur, the buyer must protocol them together with the driver. If these damages are substantial, the buyer must notify us immediately and, if necessary, commission a claims agent to assess the damages.

f) If we provide free deliveries to a construction site, the buyer must provide unobstructed entry for our trucks. If the construction site cannot be entered directly, we will deliver the goods to the nearest site our trucks can access.

g) We may provide and invoice partial deliveries if this is bearable for the buyer.

6. Delivery Periods

a) Delivery periods, dates and other dates will be stated by us according to the best of our knowledge. They constitute approximate changes based on the regular production process. Force majeure, strikes, operational disruptions, other inability on our part for which we are not at fault and late self-delivery will increase the delivery periods by the duration of the obstruction.

b) Commencement of the delivery period provided by us assumes that any technical questions have been answered.

c) Fulfillment of our delivery obligations requires on-time and proper fulfillment of the obligations of the buyer. Objections to unfulfilled contracts remain reserved. We may especially withhold deliveries without being required to provide compensation if the buyer has outstanding payments from previous deliveries.

d) If the buyer delays acceptance or violates other cooperation requirements, we may demand compensation for any resulting damages, including additional expenses. Further claims shall remain reserved.

e) Insofar as the requirements in Para. (d) are fulfilled, the risk of accidental loss or deterioration of the purchased item shall be transferred to the buyer when he falls behind with his acceptance or debt payments.

f) If the seller unjustly refuses acceptance of delivered and installed goods or other service work provided by us, the work shall be treated as accepted after refusal of the unjust acceptance.

g) We are liable according to legal regulations insofar as the underlying purchasing contract constitutes a commercial transaction in the sense of Section 286(2) No. 4 of the German Civil Code or Section 376 of the German Commercial Code (Handelsgesetzbuch). We shall also be liable according to legal regulations if the buyer withdraws from further contract fulfillment due to a delivery delay caused by us.

h) We shall also be liable according to legal regulations if delivery delays result from an intentional or grossly negligent contractual violation for which we are responsible. We shall also be responsible for violations by our representatives or agents. However, if the delivery delay was not caused an intentional contractual violation for which we are responsible, our liability shall be limited to typically foreseeable damages.

i) We shall also be liable according to legal regulations if the delivery delay is caused by us through a violation of an essential contractual obligation. "Essential" is a duty whose on fulfillment orderly contract implementation depends and on whose adherence the contract partner may regularly rely. In case of such breaches of duty, our liability shall be limited to typically foreseeable damages.

j) Furthermore, in case of a delivery delay, we shall merely be liable for flat compensatory damages of 0.5% of the delivery value for each complete week of delay according to our discretion, but for no more than 5%.

7. Retention of Title

a) Until complete payment for our current and future claims from the purchasing contract and ongoing business relationship (secured claims) is provided, we shall remain the owners of the sold goods.

b) Goods under retention of title may neither be pledged to third parties or used as securities until complete payment for them is provided. The buyer must immediately inform us in writing if insolvency proceedings are opened against him or third-party access (e.g., seizures) to our goods or claims transferred to us occurs. The buyer must fully support us in case of any third-party intervention. Such costs shall be borne by the buyer. If the third party is unable to refund court and out-of-court costs to us, the buyer shall be liable for the resulting expenses.

c) In case of conduct by the seller contrary to the contract, especially payment delay, we may reclaim the object of purchase. Our reclaiming the object of purchase constitutes a withdrawal from the contract. In such cases, the buyer must provide us with access to the conditional goods still in his possession, send us a detailed goods list, discard the goods and hand them over to us. After reclaiming the object of purchase, we may dispose of it. Any earnings generated thereby must be deducted from the buyer's liabilities—minus appropriate disposal costs.

d) Until reclamation by us, according to the regulations below (cc), the buyer may sell and/or process the conditional goods through the orderly course of business. In such cases, the following regulations shall apply.

(aa) The right of retention shall extend to any products resulting from the processing, blending or combining of our goods to their full value, and we shall act as producers. If third-party ownership rights continue to exist after processing, blending or combining our goods with theirs, we shall acquire co-ownership in the invoice ratio of the processed, blended or combined goods. The same shall apply to the resulting product as to the goods delivered under the right of retention. If the goods are blended so that the buyer's object is seen as the main object, it shall be considered agreed that the buyer shall transfer his respective partial ownership to us. The buyer shall thereby store the resulting solely-owned or co-owned property for us. If our conditional goods become an essential component of a land plot through their combination, the seller must transfer any claims against third parties from the connection of the conditional goods to the land plot.

(bb) The buyer must already transfer any claims against third parties resulting from the sale of the goods or the product in full or in the amount of our respective co-ownership, according to the previous paragraph, to us as a security. We shall accept the transfer. If the buyer's claims from the sale are registered to a current account, the buyer shall hereby also transfer his claims against the customer from the current account to us. The transfer shall be in the amount we charged him for the sold conditional goods. The buyer's obligations in Para. b) shall also apply to the transferred claims.

(cc) In addition to us, the buyer shall also be authorized to collect the claim. We may not collect the claim until the buyer meets his payment obligations towards us, his fulfillment ability is compromised and we do not have to enforce our right of retention by exercising the rights stated in Para. c). However, should this be the case, we may demand that the buyer disclose the pledged claims, their debtors and any information required for collection and submit any related documents to us and inform the debtors (third parties) of the transfer. Additionally, we may also revoke the buyer's permission to sell or process the conditional goods.

(dd) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities on the buyer's request.

8. Warranty and Scope of Liability

a) Warranty rights of the buyer require proper fulfillment of his inspection and reporting requirements according to Sections 377 and 381(2) of the German Commercial Code.

b) If defects exist for which we are responsible, we must provide rectifica-tion at our discretion by remedying the defect or supplying new defect-free items. Rectification neither includes extensions to or re-installations of defective items if we were not originally required to install the item.

c) Should rectification fail, the buyer may demand cancellation or reduc-tions at his discretion.

d) We shall be liable according to legal regulations if the buyer asserts damage claims based on intent or gross negligence by us or our repre-sentatives or agents. If we are not accused of an intentional breach of contract, our liability shall be limited to typically foreseeable damages.

e) We shall also be liable according to legal regulations if we violate an essential contractual obligation. "Essential" is a duty whose on fulfill-ment orderly contract implementation depends and on whose adherence the contract partner may regularly rely. In case of such breaches of duty, our liability shall be limited to typically foreseeable damages.

f) For defects concerning glass, the following shall apply: To release our-selves from our warranty obligations, we may transfer our warranty claims against the supplier to the buyer. However, our warranty obligations shall return if the claims against our supplier prove unenforceable. In case of justified complaints, we will provide replacements or rectification, under exclusion of any further claims. Production or material appearances, such as interference, double roller effects, multiple reflections, distorted reflec-tions or anisotropies cannot be avoided technically and do not constitute defects.
The quality of the glass owed by us follows the "Guidelines for the As-sessment of the Visual Quality of Insulating Glass" by the Bundesin-nungsverbands des Glaserhandwerks (German Federal Association of Glazier Trade), Hadamar, and the Bundesverbands Flachglas Großhandel, Isolierglasherstellung, Veredelung e.V. (German Federal Association of Flat Glass Wholesale, Insulating Glass Production, Processing), Troisdorf. On the buyer's request, we will send him these guidelines.
Existing claims from insulating glass warranties shall remain unaffected by these warranty regulations.

g) Liability for culpable injuries to life, the body or health shall remain un-affected. This shall also apply to statutory liability under the German Product Liability Law (Produkthaftungsgesetz).

h) Any further liability shall be excluded, irrespective of the legal nature of the asserted claim. Damage claims resulting from fault during contract conclusion, breaches of duty or tortuous claims to property damage com-pensation, according to Section 823 of the German Civil Code, are also excluded. We shall not be liable for damages that do not occur on the de-livered object itself. We shall also not be liable for damages that were solely caused by the buyer's misconduct, such as improper installation, operation or care, natural wear or neglected maintenance. For the regularly required maintenance of the objects delivered by us, please see our re-spective print material—technical documents, price lists, maintenance and care instructions—provided to each customer.

i) The restrictions in Para. (h) shall also apply if the buyer demands use-less expenditures instead of replacement services for his damage claims.

j) If liability is excluded or limited towards us, this shall also apply to the personal liability of our employees, coworkers, representatives and agents.

k) In case of complaints not covered by our warranty obligations, the buy-er must cover any resulting costs, unless the lack of defectiveness was not visible to the buyer.

l) The buyer may not assign claims against us to third parties.

9. Company Logo/Resale

a) We may attach our company logo to all of our products.

b) Unauthorized changes to our articles and/or special markings that may act as the buyer's mark of origin or may create the impression that the articles are his special products are not permitted.

c) The buyer must refrain from actions that could be seen as unfair under the applicable laws and regulations when distributing the goods.

d) Reselling goods for direct or indirect shipment to countries outside of the EU is not permitted, unless we agreed to an individual case in writing.

e) We shall assume no responsibility for the sold object being free from third-party property rights within the Federal Republic of Germany. Should third parties assert justified property rights claims, we will either acquire a license for the buyer at our discretion and expense or replace the sold object by a property rights-free object or have it returned to us in exchange for the purchasing price. Any further claims against us shall be excluded.

10. Place of Fulfillment – Place of Jurisdiction – Data Protection – Other

a) German law shall apply exclusively, even for transactions involving foreign countries. The UN Sales Convention shall not apply.

b) If the buyer is a businessperson, a legal person under public law or a special fund under public law, the place of jurisdiction shall be the court responsible for our head office. However, we may also sue the buyer at his place of residence.

c) Unless stated otherwise in the order confirmation, our head office shall serve as the place of fulfillment.

d) The buyer is aware that we save data from the contractual relationship for processing, in accordance with Section 28 of the German Federal Data Protection Act (Bundesdatenschutzgesetz), and reserve the right to provide this data to third parties (e.g., insurance companies) if required for contract fulfillment.

e) Should individual clauses of these terms prove invalid, the validity of the remaining regulations shall remain unaffected.


General Terms and Conditions of Sale (General Terms and Conditions)
Status: December 2016 | Errors excepted