General Terms and Conditions
1. Principles and Scope of Agreement
1.1. These General Terms and Conditions (hereinafter referred to as the "Agreement") govern all contracts and commercial relationships between Gearweb UG (hereinafter referred to as the "Supplier") and the Buyer (hereinafter referred to as the "Buyer") regarding the purchase and delivery of goods, whether offered through the Supplier’s website or through written offers (including via e-mail).
1.2. The terms of this Agreement shall apply exclusively. Any terms and conditions of the Buyer that deviate from, conflict with, or supplement this Agreement shall not become part of the contract unless expressly agreed to in writing by the Supplier. In particular, the Supplier's failure to expressly object to the Buyer's terms and conditions shall not constitute acceptance thereof, even if the Supplier refers to or acknowledges documents or correspondence that contain or reference such terms and conditions.
1.3. Any individual agreements concluded between the Parties (including side agreements, amendments, or modifications) shall take precedence over this Agreement only if expressly confirmed in writing by the Supplier. Legally binding declarations and notifications that the Buyer must provide to the Supplier after the conclusion of the contract (including, but not limited to, setting deadlines, notifications of defects, declarations of withdrawal, or price reduction) must be submitted in writing to be effective.
1.4. For the purposes of this Agreement, an "Entrepreneur" shall mean any natural or legal person, or a legally capable partnership, acting in the exercise of its commercial or independent professional activity when entering into this Agreement.
1.5. This Agreement shall also apply, without the need for specific further reference, to all future business transactions between the Supplier and the Buyer.
1.6. The Supplier’s current General Terms and Conditions are available at https://gear-web.de/agb and form an integral part of this Agreement unless otherwise expressly agreed in writing by the Supplier
2. Offers, Orders, and Scope of Delivery
2.1. The Supplier’s offers are always non-binding and are solely to be understood as an invitation to the Buyer to submit a binding offer, unless explicitly stated otherwise. Cost estimates are non-binding. A contract is concluded only upon receipt of the Supplier’s written order confirmation or, at the latest, upon delivery of the goods.
2.2. The Buyer has the right to withdraw its order (contractual offer) by written declaration if it has not been confirmed in writing or fulfilled by the Supplier within one (1) month of receipt by the Supplier.
2.3. The product descriptions on the Supplier’s website do not constitute binding offers from the Supplier, but merely serve as an invitation for the Buyer to submit a binding offer to the Supplier.
2.4. A contract for the delivery of goods shall only be concluded upon the Supplier’s written confirmation of the order. Any amendments, supplements, or ancillary agreements shall also require written confirmation by the Supplier.
2.5. All documents associated with the offer, such as specifications, performance figures, illustrations, drawings, weight and dimension information, are to be regarded as approximate, unless exact conformity is required to achieve the agreed contractual purpose. They do not constitute guaranteed characteristics, but descriptions or identifications of the delivery or service. The Supplier retains all ownership and intellectual property rights to all illustrations, drawings, cost estimates, calculations, and other documents. These documents may not be made available to third parties without the Supplier’s prior explicit written consent and must be returned to the Supplier immediately upon request.
2.6. Standard commercial deviations, deviations required by legal regulations, or deviations resulting from technical improvements, as well as the substitution of components with equivalent parts, are permissible, provided they do not impair the usability of the goods for their intended contractual purpose.
2.7. Except for the Supplier’s managing directors or authorized signatories (Prokuristen), the Supplier’s employees are not authorized to make oral agreements that deviate from the written contract.
2.8. If an order constitutes an offer within the meaning of § 145 BGB (German Civil Code), the Supplier may accept such offer within two (2) weeks by issuing an order confirmation.
2.9. Order processing and communication usually take place via e-mail. The Buyer must ensure that the e-mail address provided for order processing is accurate and that e-mails sent by the Supplier can be received at that address. In particular, the Buyer must ensure that any SPAM filters do not block e-mails sent by the Supplier or by third parties commissioned by the Supplier to process the order.
2.10. The Buyer may request an offer from the Supplier via e-mail or using the Supplier’s online contact form.
2.11. For the purposes of complying with the requirement for written form, transmission by telecommunication, particularly by e-mail, shall suffice.
3. Delivery Time, Self-Supply, and Default of Acceptance
3.1. The delivery of goods shall be governed by the terms specified in the Supplier’s order confirmation.
3.2. Any deviations from, or additions to, the Incoterms used by the Supplier shall be set forth with binding effect for both Parties in the Supplier’s order confirmation.
3.3. Delivery dates and deadlines are binding only if expressly confirmed in writing by the Supplier. They commence on the date of the order confirmation.
If shipment is agreed upon, delivery dates and deadlines shall refer to the date on which the Supplier notifies the Buyer in writing that the goods are ready for pickup or for customs clearance ("Readiness for Delivery Notification"). Any subsequent transport time shall not be included in the Supplier’s delivery time and shall not affect the Supplier’s compliance with delivery obligations.
3.4. Delivery periods indicated by the Supplier shall not commence until all necessary matters, especially technical questions, have been clarified. Compliance with delivery obligations is further subject to the Buyer’s timely and proper fulfillment of its obligations. The Supplier reserves the right to plead non-performance of contract.
3.5. Unless otherwise specified in the order confirmation or in a mutually signed contract, delivery shall be made "ex works" (EXW Giengen, Incoterms 2020).
3.6. Upon the Buyer’s request and at the Buyer’s expense, the Supplier will ship the ordered goods to a location specified by the Buyer. In this case, delivery is deemed to occur from the Supplier’s warehouse, and the place of performance remains the Supplier’s premises in Giengen. Unless otherwise agreed, the Supplier shall determine the method of shipment (in particular the carrier, shipping route, and packaging) at its reasonable discretion. Goods in stock will be shipped promptly upon conclusion of the sales contract (in case of payment by invoice) or upon receipt of payment (in case of prepayment). Non-stock goods will be ordered promptly and shipped as soon as they become available.
3.7. If delivery is made to a location other than the contractually agreed destination, the Buyer shall bear any additional costs incurred.
3.8. Unless otherwise expressly agreed, the Buyer shall collect the ordered goods within one (1) week after receipt of written or text notification that the order is ready for collection at the Supplier’s premises, which shall remain the place of performance.
3.9. If the agreed delivery date is exceeded by more than six (6) weeks, the Buyer shall be entitled to set a reasonable grace period and, upon its expiration, may withdraw from the contract by written declaration if the delivery delay continues. Claims for damages are excluded, except in cases of injury to life, body, or health, or in cases of intentional or grossly negligent breach of essential contractual obligations.
3.10. The Supplier’s obligation to deliver is subject to timely and correct self-supply. If, after conclusion of the contract, the Supplier is not supplied due to circumstances beyond its control, it may withdraw from the contract by unilateral declaration. The contract remains valid for deliveries already performed. Any advance payments for unfulfilled deliveries will be refunded. The Supplier shall inform the Buyer without delay of any non-availability.
3.11. In the case of self-collection, the Supplier shall notify the Buyer by e-mail that the goods are ready for collection. After receiving this notification, the Buyer may collect the goods at the Supplier’s premises by prior arrangement. No shipping costs will be charged in this case.
3.12. The Buyer must immediately notify the Supplier of any changes to the delivery and/or invoicing address.
3.13. If the ordered goods are not in stock, the estimated delivery time will be indicated in the order confirmation; this indication is non-binding. If non-stock goods cannot be shipped to the Buyer within six (6) weeks of ordering, the Buyer shall have the right to withdraw from the contract with respect to those goods. In all cases, the Supplier shall notify the Buyer of the shipment.
3.14. The risk of accidental loss or deterioration of the goods, including loss or damage caused by third parties, shall pass to the Buyer upon the earlier of:
(i) the Supplier’s written notification to the Buyer that the goods are ready for pickup or for customs clearance ("Readiness for Delivery Notification"); or
(ii) handover of the goods to the carrier, railway, postal service, or loading onto the Supplier’s vehicles for delivery; or
(iii) in the case of self-collection, upon handover to the Buyer.
This applies even if partial deliveries are made or if the Supplier is performing additional services.
If handover or dispatch of the goods is delayed due to reasons attributable to the Buyer, the risk shall pass to the Buyer on the date of the Readiness for Delivery Notification.
3.15. The Supplier may, but is only obligated upon the Buyer’s written request, to insure the goods against transport damage, at the Buyer’s expense.
3.16. The Supplier shall assign to the Buyer, upon request, any claims it holds against third parties arising from loss or deterioration of the goods.
3.17. Partial deliveries are permissible if:
the partial delivery can be used by the Buyer for the intended contractual purpose;
the delivery of the remaining goods is ensured; and
no significant additional effort or costs are incurred by the Buyer (unless the Supplier agrees to cover such costs).
3.18. Minor defects shall entitle the Buyer only to warranty claims and shall not entitle the Buyer to refuse acceptance.
3.19. If the Buyer is in default of acceptance or culpably breaches other duties to cooperate, the Supplier is entitled to claim compensation for resulting damages, including additional expenses. This also applies to failed handovers due to delayed payments. Further claims, particularly for damages, are reserved. The Supplier may also withdraw from the contract in the event of the Buyer’s default of acceptance.
3.20. In case of Buyer’s default, the Supplier is entitled, after granting a reasonable grace period of up to two (2) weeks for acceptance and/or payment, to withdraw from the contract or to dispose of the goods otherwise and deliver to the Buyer at a later date at the then applicable prices.
3.21. The Supplier reserves the right to withdraw from the contract in case of non-delivery or improper delivery by its own suppliers, provided that the Supplier is not responsible for such non-delivery and has exercised due diligence in securing a covering transaction with its supplier. The Supplier shall make reasonable efforts to procure the goods. In case of non-availability or partial availability, the Supplier will promptly inform the Buyer and refund any corresponding payments.
3.22. The order confirmation or mutually signed contract shall specify the scope of delivery, price, and terms of delivery and payment. Amendments are valid only if agreed upon in writing.
3.23. For orders with a total value of less than EUR 250, the Supplier reserves the right to charge a small quantity surcharge of EUR 50.
3.24. The Supplier shall not be liable for impossibility of delivery or delays in delivery caused by force majeure or other unforeseeable events beyond the Supplier’s control at the time of contract conclusion (including, but not limited to, operational disruptions, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official approvals, government measures, or failure of suppliers to deliver correctly or on time).
If such events make delivery or performance substantially more difficult or impossible and are not merely temporary, the Supplier shall be entitled to withdraw from the contract. In case of temporary impediments, delivery or performance deadlines shall be extended or rescheduled by the duration of the impediment plus a reasonable start-up period.
4. Prices and Payment Terms
4.1. Unless otherwise agreed in the contract, supplier prices are quoted excluding packaging and on Ex Works (EXW) terms.
4.2. Payment shall be made in full in advance without any deductions or charges to the supplier. Payment on account is only permitted with prior agreement from Supplier.
4.3. The cost of insurance for transportation will be added to the price if the buyer opts to insure the goods.
4.4. In case of late payment, interest will be charged at a rate of eight percent (8%) above the applicable base interest rate per annum. In the event of greater damage caused by the delay, the supplier may claim compensation. The buyer has the right to prove that the delay caused less damage.
4.5. Unless otherwise specified in the supplier’s commercial offer, all prices are net and subject to value-added tax at the statutory rate.
4.6. Costs for packaging and transportation are not included in the price of the goods. The buyer shall bear all expenses related to transportation, packaging, and delivery from the supplier’s warehouse in Giengen. Additional delivery or shipping costs, if applicable, will be specified separately in the commercial offer.
4.7. All contracts are concluded in euros (EUR) according to the exchange rate of the European Central Bank / Bundesbank Germany. If payment is made in a foreign currency, it is considered only a means of payment; the payment amount is determined based on the euro amount at the official exchange rate on the contract date. Payment must be made on time and without any deductions.
4.8. The buyer is not entitled to offset, withhold, or reduce payments except where the buyer’s counterclaims are undisputed by the supplier or confirmed by a legally binding court decision. The same applies to warranty claims.
4.9. If the agreed delivery date exceeds four (4) months from the contract date and costs have risen unexpectedly after contract conclusion, the supplier is entitled, at its reasonable discretion, to revise and increase the agreed price.
4.10. Payment methods will be communicated to the buyer by email.
4.11. If prepayment by bank transfer is agreed, payment is due immediately upon contract conclusion unless otherwise agreed by the parties.
4.12. The buyer is obliged to pay for the entire ordered quantity, even if part of the goods is not actually requested.
4.13. Assignment of the buyer’s contractual claims to third parties is not permitted without the supplier’s prior written consent.
4.14. If the supplier becomes aware of circumstances that cast doubt on the buyer’s creditworthiness (including negative credit history, payment delays, or other risks), all deferred payments become immediately due. Furthermore, the supplier may require advance payment, a bank guarantee, collateral, or other security.
4.15. The supplier is entitled to conduct a credit check of the buyer when the buyer chooses payment on account and may refuse this payment method in case of negative assessment.
4.16. In case of payment delays or threat of insolvency of the buyer, the supplier may suspend performance until full payment or provision of adequate security.
4.17. The supplier reserves the right to withhold goods until full payment is received and shall not be liable for any losses resulting from non-payment.
4.18. For deliveries outside the European Union, additional costs beyond the supplier’s control may arise and must be borne by the buyer. Such costs include, for example, bank transfer fees (e.g., transfer or currency conversion fees), customs duties, or taxes (e.g., tariffs). These costs may also arise for deliveries within the EU if payment is made from outside the EU.
4.19. The buyer is also responsible for paying all applicable duties, fees, taxes, or other mandatory charges at their location, including those that may be introduced in the future.
5. Retention of Title
5.1. The delivered goods remain our exclusive property until the buyer has fully paid the purchase price and all other existing or future claims arising from the commercial relationship with the buyer.
5.2. The buyer is obliged to handle the goods with care, adequately insure them at their own expense, and carry out necessary maintenance to preserve the value and functionality of the goods.
5.3. The buyer is entitled to resell the goods only within the ordinary course of business, provided payment obligations are duly fulfilled.
5.4. In case of breach of contract, including delayed payment, we have the right at our discretion and without prior notice to demand immediate return or repossession of the goods.
5.5. Until full payment, the buyer must immediately notify us in writing of any third-party rights imposed on the goods or any other interventions, including the current value of the goods with VAT. In such cases, the buyer unconditionally assigns to us all claims arising from resale of the goods, regardless of whether resale occurred before or after processing.
5.6. The buyer hereby unconditionally assigns to us all claims in the full amount of the invoice arising from resale to end customers or third parties. We accept this assignment.
5.7. The buyer retains the right to collect the assigned claims in their own name and for their own account. However, we reserve the right to collect these claims ourselves at any time upon notifying the buyer.
5.8. The assignment of claims applies both to goods resold in their original condition and to goods that have been processed, modified, or combined with other goods.
5.9. We will refrain from collecting assigned claims ourselves only if the buyer duly performs payment obligations without delay and no insolvency proceedings are initiated against them. In case of breach, the buyer undertakes to provide us immediately with all necessary information regarding outstanding debts, debtor contacts, and relevant documents, and to inform the debtors about the assignment.
5.10. If the security rights exceed our total claims by more than 10%, we shall release the surplus at the buyer's request at our discretion.
5.11. In case of seizure or other third-party interference with the goods, the buyer must notify us immediately in writing to protect our rights, including filing a claim pursuant to § 771 of the German Code of Civil Procedure. If third parties do not reimburse us for judicial or extrajudicial costs, the buyer is liable for resulting damages.
6. Quality and Condition of Goods
6.1. The goods shall be delivered in the usual commercial condition and quality customary for the respective type of product and consistent with the standards prevailing on the market at the time the contract is concluded.
6.2. Unless otherwise agreed in writing, the provisions of Section 434 of the German Civil Code (BGB) regarding conformity of goods and freedom from material defects shall apply.
6.3. Statements contained in brochures, advertising materials, technical documentation, or other documents shall only be binding if expressly confirmed in writing in the contract.
6.4. Technical modifications and improvements that do not impair the quality or usability of the goods are reserved.
7. Liability
7.1. In cases of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with statutory provisions; likewise, in the event of culpable breach of essential contractual obligations (cardinal obligations), particularly our obligation to deliver defect-free goods.
7.2. In cases of slight negligence, we shall only be liable for breaches of essential contractual obligations, and our liability in such cases shall be limited to typical and foreseeable damage. Our liability for damages, unless caused by an intentional breach of contract, shall be limited to the foreseeable, contract-typical damage, and may not exceed the net value of the respective order. In particular, we shall not be liable for loss of profit, consequential damages, data loss, or any other indirect or consequential damages.
7.3. We expressly exclude any liability for indirect damages, consequential damages, loss of profit, data loss, or other indirect damages, even if we were advised of the possibility of such damages.
7.4. If we provide technical information or act in an advisory capacity and such information or advice is not part of the contractually agreed scope of performance owed by us, this shall be provided free of charge and without any liability.
7.5. The Buyer is obliged to promptly notify us in writing of any damages or defects in order to fulfill its duty to mitigate damages. If such notification is culpably omitted, claims for damages shall be excluded.
7.6. We shall not be liable for performance disruptions or damages caused by force majeure, strikes, official measures, or other unforeseeable events beyond our control. In such cases, delivery periods shall be extended accordingly, or we shall be entitled to withdraw from the contract.
7.7. Liability for culpable injury to life, body, or health, as well as liability under the German Product Liability Act (Produkthaftungsgesetz), shall remain unaffected.
7.8. Unless otherwise expressly stipulated above, our liability shall be excluded.
7.9. These liability provisions shall also apply to the liability of the Supplier for its vicarious agents, legal representatives, employees, staff members, and agents.
8. Warranty, Notification of Defects
8.1. Unless expressly agreed otherwise in writing, the relevant DIN standards or internationally recognized standards applicable at the time of conclusion of the contract shall constitute the agreed quality of the goods. Information provided in catalogs, brochures, advertising materials, or consultations does not constitute a binding guarantee of quality. Any documents attached to the offer (drawings, illustrations, weight specifications, etc.) are to be regarded as approximate unless explicitly marked as binding. Technical modifications and further developments are expressly reserved. A quality agreement shall only constitute a guarantee within the meaning of § 443 BGB if expressly agreed in writing.
8.2. If the Buyer is an entrepreneur within the meaning of § 14 BGB, they are obliged to carefully inspect the goods immediately upon delivery, including spot checks where applicable. Obvious defects or defects that could have been detected through proper inspection shall be deemed accepted if the Supplier does not receive a written and specific notice of defect within six (6) working days after delivery. For hidden defects, a notice period of three (3) working days from discovery shall apply; for defects that should have been apparent during normal use, this period begins as soon as they become apparent. A waiver of the objection due to late notification of defects must be made in writing. Any goodwill measures provided after the expiration of the notice period do not establish a legal entitlement.
8.3. Goods with obvious defects must not be installed, connected, or mixed with other items. The Buyer must immediately allow the Supplier to inspect the defects and follow the Supplier’s instructions regarding damage and cost limitation.
8.4. In the case of justified defect notifications, the Buyer must grant the Supplier a reasonable period to remedy the defect, which must generally not be shorter than the originally agreed delivery period. The Supplier may choose to remedy the defect by:
correcting the defect,
supplying a replacement,
or issuing a credit corresponding to the reduced value of the goods.
This choice is at the sole discretion of the Supplier.
8.5. Replaced parts must be returned to the Supplierfree of charge and become the property of the Supplier. For newly delivered replacement parts under warranty, a new warranty period shall apply only to those parts; this period shall not exceed the original warranty period for the entire delivery.
8.6. The warranty does not cover damage caused by normal wear and tear or improper use or handling by the Buyer or third parties. The same applies to design or material defects in goods manufactured according to the Buyer’s specifications or with materials provided by the Buyer.
8.7. The following are not considered defects under the warranty:
Natural wear and tear;
Unsuitable or improper use;
Incorrect assembly, commissioning, or construction work by the Buyer or third parties;
Improper handling or storage;
Defective subsoil or incorrect installation;
Failure to follow operating instructions;
Use of unsuitable operating materials;
Use of unsuitable replacement materials or parts;
Chemical, electrochemical, electromagnetic, or similar influences;
Unauthorized modifications to the goods by the Buyer or third parties;
Use of non-original replacement or wear parts (non-OEM products), if the defect results from this;
Lack of or improper maintenance by unauthorized persons.
8.8. Notifications of defects must be submitted in writing, including mandatory photos, either by email or in text form.
8.9. Without the prior written consent of the Supplier, the Buyer is prohibited from:
disassembling, dismantling, modifying, further processing, or otherwise interfering with the structure of defective goods;
disposing of the goods or passing them on to third parties (unless required by mandatory legal provisions).
A breach of this prohibition will result in the loss of warranty claims regarding the affected product, unless the Buyer can prove that such actions were absolutely necessary to prevent imminent significant damage or danger to life. In such cases, the Buyer must properly document (photo/video) the condition of the goods before and after such actions and inform the Supplierwithout delay.
9. Export Control
9.1. Our deliveries and services are subject to the condition that their fulfillment is not prevented by any national or international regulations, particularly export control regulations, embargoes, sanctions, or other restrictions. The contractual partners are obliged to provide all information and documents necessary for export, transfer, or import, and to assist in obtaining any required licenses.
9.2. Delays caused by export checks or approval procedures shall suspend all contractual deadlines and delivery times accordingly.
9.3. If the required approvals are not granted or are revoked, the contract shall be deemed not concluded or partially invalid with respect to the affected goods or services. In this respect, claims for damages, including due to delays, are excluded.
9.4. If it becomes apparent at any time, including at the ordering stage, that the goods or their transfer may violate applicable export control or sanctions regulations, the Supplier has the right to suspend the transaction, freeze all financial transactions related to the order, and withhold delivery until an official approval from the relevant authorities is obtained or a final decision is made.
9.5. The Buyer shall bear all costs incurred for obtaining the necessary approvals, including official fees and external consultancy costs. In addition, the Buyer shall pay the Supplier an administrative fee of 10% of the order value, but no less than EUR 500.
9.6. General Compliance with Export Control Regulations
When transferring or otherwise disposing of the goods supplied by the Supplier to third parties, the Buyer is obliged to strictly comply with all applicable export control regulations. In particular, the Buyer shall ensure compliance with the export control laws and regulations of:
- the Federal Republic of Germany,
- the European Union, and
- the United States of America,
as well as any other applicable national or international export control and sanctions laws.
9.7. Obligation to Perform Prior Export Compliance Checks
Before transferring, exporting, re-exporting, brokering, or otherwise making available goods supplied by the Supplier to third parties, the Buyer shall conduct appropriate due diligence and take all necessary measures to ensure that such transfer or transaction:
- does not violate any applicable embargoes, sanctions, anti-circumvention provisions, or other export restrictions imposed by Germany, the European Union, the United States of America, or the United Nations, including any domestic business restrictions;
- is not made to persons, entities, or countries that are listed on relevant sanctions lists or subject to export restrictions.
The Buyer shall document the results of such compliance checks and shall provide such documentation to the Supplier upon request.
9.8. The Buyer shall ensure that the supplied goods are not intended for prohibited or license-required military, nuclear, or weapons-related end uses, unless all necessary licenses and approvals have been duly obtained.
9.9. The Buyer is obliged to comply with all relevant EU and US sanctions lists when dealing with the supplied goods.
9.10. The Supplier has the right to terminate the contract without notice if such termination is required to comply with national or international legal regulations, embargoes, or sanctions. In this case, any claims for damages or other claims by the Buyer are expressly excluded.
9.11. Upon request, the Buyer shall promptly and fully provide the Supplier with all information necessary for export control checks, including but not limited to details regarding the end recipient, final destination, intended use of the supplied goods, and any applicable export restrictions. The Buyer shall also inform the Supplier immediately of any changes to this information.
9.12. The Buyer shall fully indemnify and hold harmless the Supplier from and against any claims, liabilities, costs, and damages asserted by third parties or authorities arising from the Buyer’s failure to comply with export control obligations. The Supplier reserves the right to assert claims for damages immediately in such cases.
9.13. If, during export or customs clearance, it becomes apparent that an official license is required for the export of the relevant goods — a license that was not known or foreseeable at the time of contract conclusion — the Buyer may, where legally permissible, withdraw from the purchase of the affected goods by written declaration without undue delay. Without the Supplier’s express written consent, the return of goods is excluded.
9.13.1. In the event of such withdrawal, the Buyer shall bear all costs incurred by the Supplier up to that point, including administrative costs, packaging and shipping preparation costs, material costs, external consultancy fees, and official charges.
9.13.2. Withdrawal is excluded for custom-made goods or goods specially procured or manufactured for the Buyer.
9.13.3. No right of withdrawal or cancellation shall exist if the export restrictions were known or should have been known to the Buyer at the time of contract conclusion.
9.14. The Supplier reserves the right to conduct export and sanctions compliance checks on the Buyer and its end customers at any time. In the event of justified suspicion of export compliance violations, the Supplier may terminate the contract without liability, without notice, and without any obligation to compensate the Buyer for any direct or indirect damages.
9.15. Export restrictions and related delays or obstacles shall be deemed a case of force majeure within the meaning of the Force Majeure clause. The Supplier shall not be liable for any delays or damages resulting therefrom. The Buyer’s claims in this respect are excluded. Furthermore, after the removal of export restrictions, the Supplier shall not be obliged to perform the delivery if, in the Supplier’s reasonable opinion, performance is no longer commercially viable.
9.16. The Buyer shall be fully responsible for the accuracy and completeness of all information provided to the Supplier as part of export control checks. The Supplier shall not be liable for any damages resulting from inaccurate, incomplete, or misleading information.
9.17. For the purposes of this clause, the term "goods" shall include all items delivered by the Supplier, including hardware, software, technology, technical know-how, spare parts, accessories, and electronic deliveries related to the physical goods.
9.18. The Supplier reserves the right, at any time and without prior notice, to request documentation from the Buyer regarding the end-use and end-users of the goods, as well as the full supply chain, to comply with internal or external audit requirements related to export compliance.
9.19. Any information or advice provided by the Supplier regarding export control or customs matters is provided solely for informational purposes and is non-binding. Such information or advice does not constitute legal advice or a binding recommendation for action and does not replace consultation with qualified professionals (such as export control officers, attorneys, or specialized consultants). The Supplier assumes no liability for the accuracy, completeness, or usability of such information or advice.
10. Data Protection
10.1. Both contractual parties undertake to process and store all personal data related to the purchase and supply agreements solely in compliance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG) of Germany. Further details are set out in the privacy policy published on our website, which forms an integral part of this agreement.
10.2. The Supplier is entitled to use all data about the Buyer collected within the contractual relationship for its own purposes, such as contract fulfillment, customer service, marketing, and credit checks, while complying with data protection laws. Data will only be disclosed to third parties if necessary for contract performance or as required by law.
10.3. Both parties commit to implementing appropriate technical and organizational measures to ensure the security of the processed personal data and to protect it against unauthorized access, loss, or unlawful processing.
10.4. The buyer has the right to access information about the personal data stored about them, as well as to exercise rights of correction, deletion, restriction of processing, and data portability in accordance with applicable data protection laws.
10.5. In the event subcontractors or service providers are engaged for data processing, each party commits to entering into appropriate data processing agreements and ensuring their compliance with data protection requirements.
10.6. In the event of data protection breaches, the parties shall promptly inform each other and cooperate in fulfilling any legal obligations to notify supervisory authorities and affected individuals.
10.7. These data protection provisions shall continue to apply beyond the termination of the contractual relationship as long as personal data continue to be stored and processed.
11. Applicable Law, Jurisdiction, Place of Performance, Translation
11.1. The law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
11.2. The exclusive place of jurisdiction for all present and future disputes arising from the business relationship, including disputes related to bills of exchange and deeds, shall be Heidenheim an der Brenz, Germany, provided that the Buyer is a merchant, a legal entity under public law, or a special fund under public law. "Buyer" within the meaning of this Agreement refers to natural or legal persons or legally capable partnerships who enter into this Agreement in the exercise of their commercial or independent professional activity. We reserve the right to also bring an action against the Buyer at their general place of jurisdiction.
11.3. Unless otherwise expressly agreed in the order confirmation, the place of performance shall be Giengen an der Brenz, Germany.
11.4. In the event of any inconsistencies or disputes arising from translations of these Sales and Delivery Terms into other languages, the German version shall prevail exclusively. The parties undertake to recognize the German version as binding in case of disputes.
12. Miscellaneous
12.1. Amendments and supplements to this Agreement must be made in writing. No oral side agreements exist. The requirement of written form may only be waived by a written agreement.
12.2. Should any provision of this Agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent of the invalid provision. Any gaps in the Agreement shall be filled by provisions that the parties would have agreed upon in good faith, considering the purpose of the Agreement. In this context, our retention of title shall be preserved in particular.
12.3. The Supplier is entitled to use all data regarding the Buyer, in compliance with applicable data protection laws, particularly the General Data Protection Regulation (GDPR), for its own business purposes and for those of its affiliated companies.
12.4. The Buyer is not entitled to assign rights or transfer obligations under this Agreement, either wholly or partially, to third parties without the prior written consent of the Supplier. Any unauthorized assignment shall constitute a material breach of contract and may result in the immediate termination of the Agreement and the assertion of claims for damages.