Terms and Conditions

§ 1 Scope of Application

1. The following terms and conditions apply to all contracts concluded between the buyer and us for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed upon again. Deviating conditions of the buyer that we do not expressly recognize are non-binding for us, even if we do not expressly object to them. The following conditions also apply if we execute the buyer’s order without reservation while being aware of conflicting or deviating conditions of the buyer.
2. All agreements made between the buyer and us for the execution of the purchase contracts are set down in writing in the contracts.

§ 2 Offer and Conclusion of Contract

1. An order by the buyer that qualifies as an offer to conclude a purchase contract can be accepted by us within two weeks by sending an order confirmation or by sending the ordered products within the same period.
2. Our offers are subject to change and non-binding unless we have expressly designated them as binding.
3. We reserve our property rights, copyrights, and other protective rights to all illustrations, calculations, drawings, and other documents. The buyer may only pass these on to third parties with our written consent, regardless of whether we have marked them as confidential.

§ 3 Terms of Payment

1. Our prices apply ex works excluding packaging, unless otherwise specified in the order confirmation. Our prices do not include the statutory value-added tax. This will be shown separately in the invoice at the statutory rate on the day of invoicing.
2. A cash discount deduction is only permissible with a special written agreement between us and the buyer. The purchase price is due for payment net (without deduction) immediately upon receipt of the invoice by the buyer, unless a different payment term is specified in the order confirmation. A payment is only considered to have been made when we can dispose of the amount. In the case of check payments, payment is only considered to have been made when the check is cleared.
3. If the buyer defaults on a payment, the statutory regulations shall apply.
4. The buyer is only entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by us, or are undisputed. The buyer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.

§ 4 Delivery and Performance Time

1. Delivery dates or periods that have not been expressly agreed as binding are exclusively non-binding indications. The delivery time specified by us only begins when the technical questions have been finally clarified. Likewise, the buyer must fulfill all obligations incumbent upon them properly and in a timely manner.
2. If the underlying purchase contract is a fixed-date transaction within the meaning of § 286 para. 2 no. 4 BGB or § 376 HGB, we shall be liable according to the statutory provisions. The same applies if the buyer is entitled to assert the cessation of their interest in further performance of the contract as a result of a delay in delivery for which we are responsible. In this case, our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not based on an intentional breach of contract for which we are responsible, whereby any fault of our representatives or vicarious agents is attributable to us. Likewise, we are liable to the buyer in the event of a delay in delivery according to the statutory provisions if this is based on an intentional or grossly negligent breach of contract for which we are responsible, whereby any fault of our representatives or vicarious agents is attributable to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not based on an intentional breach of contract for which we are responsible.
3. In the event that a delivery delay for which we are responsible is based on the culpable breach of a material contractual obligation, whereby any fault of our representatives or vicarious agents is attributable to us, we shall be liable according to the statutory provisions with the proviso that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
4. Otherwise, in the event of a delivery delay for which we are responsible, the buyer may claim a flat-rate compensation in the amount of 3% of the delivery value for each completed week of delay, but not more than a maximum of 15% of the delivery value.
5. Any further liability for a delivery delay for which we are responsible is excluded. The further statutory claims and rights of the buyer to which they are entitled in addition to the claim for damages due to a delivery delay for which we are responsible remain unaffected.
6. We are entitled to make partial deliveries and partial performances at any time, provided this is reasonable for the customer.
7. If the buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the buyer culpably violates duties to cooperate. With the onset of default of acceptance or debtor’s delay, the risk of accidental deterioration and accidental loss passes to the buyer.

§ 5 Transfer of Risk – Shipping/Packaging

1. Loading and shipping are carried out uninsured at the buyer’s risk. We will endeavor to take the buyer’s wishes and interests into account regarding the shipping method and route; any resulting additional costs—even in the case of agreed freight-free delivery—shall be borne by the buyer.
2. We do not take back transport and all other packaging in accordance with the Packaging Ordinance; pallets are excluded. The buyer must ensure the disposal of the packaging at their own expense.
3. If shipping is delayed at the request or through the fault of the buyer, we will store the goods at the buyer’s expense and risk. In this case, the notification of readiness for shipment is equivalent to shipping.
4. At the request and expense of the buyer, we will secure the delivery with transport insurance.

§ 6 Warranty/Liability

1. Warranty claims of the buyer only exist if the buyer has properly fulfilled their inspection and notification obligations owed under § 377 HGB and the goods have been used as intended (see operating instructions).
2. Insofar as there is a defect in the goods for which we are responsible, we are obliged to provide supplementary performance, to the exclusion of the buyer’s rights to withdraw from the contract or to reduce the purchase price (reduction), unless we are entitled to refuse supplementary performance based on statutory regulations. The buyer must grant us a reasonable period for supplementary performance. Supplementary performance can take place, at the buyer’s choice, by eliminating the defect (rectification) or delivering new goods. In the case of defect elimination, we bear the necessary expenses, provided these do not increase because the object of the contract is located at a place other than the place of performance. If the supplementary performance has failed, the buyer may, at their choice, demand a reduction of the purchase price (reduction) or declare withdrawal from the contract. Rectification is considered failed after the second unsuccessful attempt, unless further rectification attempts are appropriate and reasonable for the buyer based on the object of the contract. The buyer can only assert claims for damages due to the defect under the following conditions once the supplementary performance has failed. The buyer’s right to assert further claims for damages under the following conditions remains unaffected by this.
3. The buyer’s warranty claims expire 18 months after delivery of the goods to the buyer, unless we have fraudulently concealed the defect; in this case, the statutory regulations apply. Different warranty claims apply to those components that are always subject to heavy mechanical stress, such as probes including thermocouples, pump bodies, printers, and batteries. Pure wear parts such as filters, printer paper, batteries, etc., are excluded from any warranty.
4. We are liable without limitation according to the statutory provisions for damage to life, body, and health resulting from a negligent or intentional breach of duty by us, our legal representatives, or our vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damage not covered by sentence 1 and which is based on intentional or grossly negligent breaches of contract as well as malice by us, our legal representatives, or our vicarious agents, we are liable according to the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, provided that we, our legal representatives, or our vicarious agents have not acted intentionally. To the extent that we have provided a quality and/or durability guarantee regarding the goods or parts thereof, we are also liable within the scope of this guarantee. However, for damage based on the lack of the guaranteed quality or durability but which does not occur directly on the goods, we are only liable if the risk of such damage is obviously covered by the quality and durability guarantee.
5. We are also liable for damage caused by simple negligence, insofar as the negligence concerns the violation of such contractual obligations, the fulfillment of which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we are only liable insofar as the damage is typically associated with the contract and is foreseeable.
6. Any further liability is excluded regardless of the legal nature of the asserted claim; this applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance; our liability according to § 4 no. 2 to § 4 no. 5 of this contract remains unaffected by this. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.
7. Claims for damages by the buyer due to a defect expire one year after delivery of the goods. This does not apply in the case of injury to life, body, or health caused by us, our legal representatives, or our vicarious agents, or if we or our legal representatives have acted intentionally or with gross negligence, or if our simple vicarious agents have acted intentionally.

§ 7 Retention of Title

1. Until all claims, including all balance claims from current accounts, to which we are entitled against the buyer now or in the future have been fulfilled, the delivered goods (reserved goods) remain our property. In the event of behavior by the buyer in breach of contract, e.g., default of payment, we have the right to take back the reserved goods after setting a reasonable period. If we take back the reserved goods, this constitutes a withdrawal from the contract. If we seize the reserved goods, this is a withdrawal from the contract. We are entitled to utilize the reserved goods after taking them back. After deducting a reasonable amount for the utilization costs, the utilization proceeds are to be offset against the amounts owed to us by the buyer.
2. The buyer must treat the reserved goods with care and insure them sufficiently at their own expense against fire, water, and theft damage at replacement value. Maintenance and inspection work that becomes necessary must be carried out by the buyer in a timely manner at their own expense.
3. The buyer is entitled to properly sell and/or use the reserved goods in the course of business as long as they are not in default of payment. Pledges or transfers by way of security are not permitted. The claims arising from the resale or any other legal reason (insurance, tort) regarding the reserved goods (including all balance claims from current accounts) are already assigned by the buyer to us in full by way of security; we hereby accept the assignment. We revocably authorize the buyer to collect the claims assigned to us for their account in their own name. The collection authorization can be revoked at any time if the buyer does not properly fulfill their payment obligations. The buyer is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claims directly to us for as long as claims by us against the buyer still exist.
4. Any processing or transformation of the reserved goods by the buyer is always carried out for us. If the reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the new item resulting from processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the buyer’s item is to be regarded as the main item as a result of the mixing, the buyer and we agree that the buyer transfers proportional co-ownership of this item to us; we hereby accept the transfer. The buyer shall keep our resulting sole or co-ownership of an item for us.
5. In the event of third-party access to the reserved goods, in particular seizures, the buyer will point out our ownership and notify us immediately so that we can enforce our property rights. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs arising in this context, the buyer shall be liable for them.
6. We are obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 8 Place of Performance, Jurisdiction, Applicable Law

1. The place of performance and jurisdiction for deliveries and payments (including check and bill of exchange lawsuits) as well as all disputes arising between us and the buyer from the purchase contracts concluded between us and them is our registered office. However, we are also entitled to sue the buyer at their place of residence and/or business.
2. The relations between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Conclusion of International Sales Contracts for Goods is excluded.

§ 9 Data Protection

1. Personal data (e.g., salutation, name, address, email address) are collected, processed, and stored by us exclusively in accordance with applicable laws, in particular the Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR) as well as the Telemedia Act (TMG).
2. Within the scope of our privacy policy at https://www.ecom.de/datenschutzerklaerung/, we provide supplementary information on data protection as well as on the nature, scope, and purpose of the collection and use of personal data carried out by us.