1. Validity, terms, priority
1.1 These General Terms and Conditions apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. Any conflicting or deviating terms and conditions of the customer are rejected; they shall only apply if their validity is expressly agreed to in writing. These General Terms and Conditions shall also apply as a framework agreement for all future contracts of the same type with the same customer. Legally relevant declarations and notifications by the customer (e.g., setting of deadlines, notification of defects, withdrawal, reduction) must be made at least in text form. Statutory formal requirements remain unaffected.
1.2 The separate terms of delivery are an integral part of the contract and apply in addition; in the event of a conflict, the General Terms and Conditions shall take precedence.
1.3 References to statutory provisions serve for clarification purposes; the statutory provisions apply unless they are amended or excluded by these General Terms and Conditions.
2. Conclusion of contract, documents
2.1 Our offers are subject to change and non-binding. Acceptance can be made in writing (e.g., order confirmation) or by delivery of the goods. We reserve ownership rights and copyrights to catalogs, technical documentation, and product descriptions; they may not be made accessible to third parties without our consent.
2.2 We can accept orders that qualify as offers in accordance with § 145 BGB (German Civil Code) within 3 weeks. Subsidiary agreements or assurances must be made in writing at least.
3. Prices, terms of payment, securities
3.1 The prices stated in the order confirmation plus statutory sales tax shall apply. Objective cost changes occurring after conclusion of the contract (in particular wage agreements, material prices) entitle us to make appropriate price adjustments; corresponding evidence shall be provided upon request. Prices are ex works/warehouse net, excluding insurance, packaging, freight, transport to the installation site, unloading, and assembly.
3.2 Due date: Unless otherwise agreed, invoices are payable without deduction within 10 days of the invoice date; after that, default occurs. During the period of default, statutory default interest shall be charged; further damages due to default remain reserved. Payments shall be credited first to older debts, then to costs, interest, and finally to the principal claim, regardless of any deviating provisions of the customer. Payment shall only be deemed to have been made when the amount is available; payment by check shall only be deemed to have been made when the check has been honored.
3.3 Discount/installment models (options, selectable and to be expressly agreed): -
Model A: 30% down payment upon placing the order; remaining payment within 10 days of delivery. The goods will only be ordered after receipt of the down payment.
Model B: Payments of 1/3 each upon order, upon readiness for shipment, and upon delivery.
Model C: Bank guarantee for the full order amount or leasing confirmation for the full order amount; the goods will be ordered after receipt of the security.
3.4 Deterioration in creditworthiness/advance payment: If, after conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the customer's inability to pay (e.g., insolvency application, default in payment, significant deterioration in creditworthiness), we are entitled to refuse performance and – after setting a deadline – to withdraw from the contract or demand advance payment/security; in the case of custom-made products, withdrawal may be declared immediately.
3.5 Offsetting/retention: The customer is only entitled to offset or assert rights of retention with undisputed or legally established counterclaims; in the event of defects, the counterrights under Section 8 remain unaffected.
3.6 Acceleration: If the customer defaults on a payment, all other outstanding claims shall become due immediately without the need for a separate notice of default.
3.7 Foreign countries: For deliveries and services to customers abroad, the customer shall bear all judicial and extrajudicial legal costs in the event of default in payment.
4. Delivery and performance time, self-supply, force majeure, delay
4.1 Delivery dates/deadlines must be specified in writing at a minimum. The start of the deadline is contingent upon the clarification of all technical questions and—if agreed—the provision of advance payments/security.
4.2 Unavailability/self-supply/force majeure: If binding or non-binding delivery periods cannot be met for reasons for which we are not responsible (unavailability of the service) – e.g., late delivery by our suppliers despite congruent covering transactions, disruptions in the supply chain, force majeure – we shall inform the customer immediately and notify them of a new expected delivery period. If performance remains impossible even within the new period, we shall be entitled to (partial) withdrawal; any consideration already provided shall be reimbursed.
4.3 Delayed delivery/lump-sum compensation: If we are in default of delivery, the customer may demand lump-sum compensation of 0.5% of the net delivery value per completed calendar week, up to a maximum of 5% of the net delivery value of the delayed goods; we reserve the right to prove that the damage was less. Further claims shall only exist in cases of gross negligence or intent.
4.4 Partial deliveries are reasonably permissible.
5. Delivery method and service options
5.1 Standard option (Option A): Unless otherwise agreed in the offer/order, delivery shall be made as a standard option "free kerbside" at the destination. Unloading, delivery, assembly/commissioning, IT integration, and instruction/training are not included. The customer shall ensure that the delivery location is accessible, that unloading is possible, that there is sufficient parking space, and that the necessary personnel/equipment is available.
5.2 Other variants only by express agreement:
5.3 Missing requirements, termination/costs: If the above requirements are not met on the day of the assignment or are no longer met during the assignment, our employees are entitled to refuse or terminate the assignment. In this case, the customer shall bear the reasonable and verifiable additional expenses incurred (travel expenses, hourly rates, loss of working hours, postponements), unless they have informed us in writing at least 2 weeks before the appointment.
No costs will be incurred if the reason for the cancellation/postponement is within our sphere of risk.
6. Delivery, transfer of risk, acceptance, default of acceptance
6.1 Delivery from warehouse; the place of performance for delivery and any subsequent performance is our warehouse. In the case of sale by delivery to a place other than the place of performance, we shall choose the means of transport/route at our reasonable discretion.
6.2 Transfer of risk: The risk of accidental loss/accidental deterioration shall pass to the customer at the latest upon handover; in the case of sale by delivery to a place other than the place of performance, upon delivery to the forwarding agent/carrier. If acceptance has been agreed, it shall be decisive for the transfer of risk; the same shall apply in the event of default of acceptance.
6.3 Default of acceptance/storage: If the customer defaults on acceptance, fails to cooperate, or delays delivery for reasons for which they are responsible, we shall be entitled to demand compensation for the resulting damages, including additional expenses (e.g., storage costs, additional trips); flat-rate compensation of 0.5% of the net delivery value per completed delivery week, up to a maximum of 5%. The parties remain free to prove higher or lower damages.
6.4 At the request of the customer, transport insurance will be taken out; the costs shall be borne by the customer.
7. Obligation to inspect and give notice of defects; transport damage
7.1 The customer must inspect the goods immediately; obvious defects must be reported in writing within 10 working days of delivery, hidden defects within 10 working days of discovery. In the case of goods intended for installation/further processing, the inspection must be carried out immediately before processing. Claims for defects are excluded in the event of a breach of the obligation to inspect and give notice of defects.
7.2 Transport damage: Goods shall not be accepted if they have been damaged in transit, or only against written documentation and certification of the transport damage by the carrier.
8. Liability for defects (warranty)
8.1 Subsequent performance: If the goods have a material defect at the time of transfer of risk, we shall, at our discretion, provide subsequent performance by repair or replacement; we shall bear the costs of subsequent performance (transport, travel, labor, and material costs). The customer must give us reasonable time and opportunity to provide subsequent performance. Section 439 (3) of the German Civil Code (BGB) remains unaffected.
8.2 Rights in case of failure: If the subsequent performance fails, is unreasonable, is refused, or is not provided within a reasonable period of time, the customer may, at their discretion, withdraw from the contract, reduce the purchase price, or – within the limits of the liability provision – demand compensation instead of performance.
8.3 Insignificant defects: No rights can be derived from material defects that do not or only insignificantly impair the value or suitability of the goods for their recognizable use.
8.4 Exclusions/obligations: No warranty is given for natural wear and tear, faulty/negligent handling, improper maintenance, unsuitable operating materials; nor for damage caused by unauthorized interventions/improper repairs or modifications without our consent. The customer bears the burden of proof for the prerequisites for a claim (defect, time, complaint).
8.5 Medical/fitness products – addition: For medical devices/fitness equipment, warranty rights only exist if functional testing/training has been carried out by us or an authorized person in accordance with the operator/manufacturer's instructions (MPBetreibV or manufacturer's specifications) and if the equipment has been operated/maintained properly by competent persons.
8.6 Limitation period: Claims for defects shall become time-barred – subject to special statutory periods (e.g., Section 438 (1) No. 2, Section 478 BGB) – 12 months after delivery. Rights of withdrawal and reduction are governed by the statutory provisions.
9. Cancellation by the customer – lump-sum compensation
9.1 The customer is not entitled to withdraw from the contract without legal or contractual grounds. If the customer nevertheless cancels an order in whole or in part without legal grounds or cancels an already confirmed delivery/service date, we are entitled to demand lump-sum damages. The customer is entitled to prove that no damage or only significantly less damage has been incurred; we reserve the right to prove that higher damage has been incurred.
9.2 Lump sums (reasonable, differentiated according to procurement/production status):
10. Retention of title (extended/prolonged)
10.1 We retain title to the delivered goods until all current and future claims arising from the purchase contract and the ongoing business relationship have been paid in full. Pledging or transfer by way of security before full payment is not permitted; the customer shall notify us immediately of any access by third parties (e.g., seizure, insolvency application).
10.2 Processing/combination/mixing: We are considered the manufacturer; if co-ownership arises, we acquire co-ownership in proportion to the values.
10.3 Advance assignment: Claims arising from resale shall be assigned to us in advance in the amount of our (co-)ownership share; the customer shall remain revocably authorized to collect them. In the event of revocation, the customer shall disclose and inform debtors; release of securities in the event of over-collateralization > 10%.
10.4 Financing agreements (e.g., leasing) require our prior consent, unless the financing institution pays the purchase price share directly to us.
11. Liability
11.1 Claims for damages—regardless of their legal basis—are excluded unless there is intent or gross negligence.
11.2 In the event of a breach of essential contractual obligations (cardinal obligations), we shall be liable for any negligence, but limited to the foreseeable damage typical for this type of contract; claims for lost profits, saved expenses, indirect and consequential damages are excluded, unless a characteristic guaranteed by us is intended to cover such damage.
11.3 The limitations/exclusions of liability do not apply in cases of malice, guaranteed characteristics, claims under the Product Liability Act, or injury to life, limb, or health.
11.4 The above provisions also apply in favor of our legal representatives, employees, and vicarious agents.
12. Limitation period
12.1 Unless otherwise specified in these General Terms and Conditions, claims for defects shall become time-barred 12 months after the transfer of risk.
12.2 The limitation period in the case of delivery recourse (Sections 478, 479 BGB) is 5 years from delivery of the defective item.
13. Warranty conditions
13.1 Warranty conditions. Irrespective of the statutory rights in respect of defects and in addition to these, we grant a voluntary manufacturer's warranty for new devices in accordance with the separate warranty conditions, insofar as this is offered in individual cases. This includes, in particular, a 12-month full warranty and an additional 24-month parts warranty on the frame and applies exclusively to B2B business.
Within Germany, the full warranty covers the provision of replacement parts free of charge as well as labor and travel costs in the first year; in the second year, only replacement parts are provided. For deliveries outside Germany, the warranty is generally limited to the provision of replacement parts free of charge ex works; packaging, transport, labor, and travel costs are borne by the customer.
The conditions, exclusions, deadlines, and procedures of the warranty are governed by the separate warranty conditions and are deemed to have been agreed upon. These include, in particular: proper use in accordance with the user manual, exclusive use of authorized accessories, no unauthorized interventions/repairs, and regular, verifiable maintenance by an authorized customer service center (maintenance interval generally 12 months); the warranty shall only lapse in the event of missing/incorrect maintenance if the damage is attributable to this; notification of the warranty claim within 15 working days of its occurrence or discovery.
Wear parts are excluded from the warranty; the list in Appendix 1 of the warranty conditions is authoritative.
The buyer's statutory rights remain unaffected by the warranty.
13.2 Separate warranty booklets exist for certain product lines; their contents (e.g., exclusions for wear parts; maintenance/cleaning obligations) remain unaffected. The list of wear parts (Appendix 1 of the warranty conditions) is authoritative for all product lines; the parts listed there are excluded from warranties. Product line-specific warranty booklets refer to Appendix 1.
14. Support conditions (hotline/maintenance) – Reference
If hotline support, software maintenance, or IT services have been agreed upon, the separate support/maintenance conditions (scope of updates/upgrades, error acceptance, hotline hours, cooperation obligations, remuneration, term/termination) shall apply exclusively and take precedence over these General Terms and Conditions as more specific provisions.
15. Old (electrical) equipment / Disposal
15.1 If the customer is a business, they are generally responsible for disposing of the equipment themselves (e.g., in accordance with WEEE/ElektroG).
15.2 We offer optional collection, dismantling, and disposal of old (electrical) equipment in return for reimbursement of costs. The customer must delete any personal data and separate old batteries/lamps in advance without causing damage. Collection can take place when a new order is placed for a device with the same function, provided that this request is made in writing when the order is placed.
16. Data protection and order processing
Insofar as we obtain access to personal data within the scope of delivery/support/IT integration, the data protection regulations (in particular GDPR/BDSG) apply. If necessary, a separate order processing agreement (AVV) must be concluded. Information that we provide via online services may be reproduced for your own purposes, but may not be distributed; we must be notified immediately of any infringements of property rights.
17. Choice of law, place of performance, place of jurisdiction (B2B)
17.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance is our registered office.
17.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. We shall also be entitled to sue the customer at their general place of jurisdiction.