General Terms and Conditions - GTC (as of 06/2026)
Terms of Delivery and Payment
1. Conclusion of Contract
The following terms and conditions apply exclusively to every order placed with us. These GTC apply exclusively to entrepreneurs/businesses (B2B); no contracts are concluded with consumers on this basis. Contracts with us are concluded exclusively upon receipt of our order confirmation, the content of which definitively determines the content of the contract. Deviations are deemed approved unless the customer objects in 2 days in text form (e.g. by email). Deviating terms and conditions of the customer shall not be binding on us, even if we do not expressly object to them or deliver the goods without reservation. Amendments and supplements to contracts concluded with us shall only be valid if expressly confirmed by us in text form. Verbal agreements or commitments made by our sales representatives or commercial agents shall only be binding on us under the same conditions.
2. Delivery Time
Delivery dates communicated by us are non-binding unless expressly designated as a fixed date, and exceeding them does not entitle the customer to claim damages for delay. Even if a reasonable grace period set for us, having regard to the subject matter of the contract, expires without result, we shall only be liable for gross negligence on the part of our authorized representatives or vicarious agents.
3. Passing of Risk
Our deliveries are made, as a general rule, ex our warehouse at the risk and expense of the customer. In the case of direct delivery by our suppliers, delivery is made ex the supplier's warehouse at the risk and expense of the customer. At the customer's request and expense, we will arrange transport insurance, provided a corresponding instruction reaches us within 7 days of receipt of our order confirmation.
Unless expressly agreed otherwise in an individual case, delivery shall be made EXW Leonberg (Incoterms® 2020). If a different Incoterms rule is agreed, the version of the Incoterms® rules of the International Chamber of Commerce (ICC) current at the time the contract is concluded shall apply, unless a specific version is expressly named.
4. Complaints
The customer is obliged to inspect incoming goods without delay as to type, quantity, and condition. Complaints regarding defects that are immediately recognizable may only be raised within 7 days of receipt; in the case of hidden defects, within 7 days of their discoverability during the course of the contractual warranty period.
5. Warranty / Guarantee
We provide a 12-month warranty for our deliveries covering the proper manufacture of the devices (e.g. measuring cells, light sources, seals, valves, columns, etc.) we deliver, excluding breakage of glass, blockage damage, and wear and tear resulting from proper use.
If a material or manufacturing defect occurs within the warranty period, the repair will be carried out by us free of charge. The customer bears the costs of return and re-delivery as well as any on-site repair, unless an actual warranty case applies.
For goods that we do not manufacture ourselves but procure from third parties as trade goods and pass on unchanged, we do not provide our own warranty. In this respect, we will, at the customer's request, assign to the customer our own warranty claims against the respective manufacturer or upstream supplier. In such cases, the customer must first pursue claims against the manufacturer or upstream supplier; we shall only be liable insofar as we culpably frustrate the assigned claims or recourse against the upstream supplier otherwise remains unsuccessful, for example due to the latter's insolvency.
Any claims of the customer going beyond the right to subsequent remedy are excluded, unless three attempts at subsequent remedy by us have failed. Further claims for damages by the customer are excluded, in particular claims relating to other devices and equipment of the customer and other expenses incurred in connection with the occurrence of defects or damage, unless this concerns the absence of warranted characteristics or grossly negligent or willful conduct on the part of our authorized representatives or vicarious agents. Within these limits, claims for incorrect measurement results in particular are excluded. The above exclusion of liability does not apply to damages arising from injury to life, body, or health, to breaches of material contractual obligations (cardinal obligations), or to claims under the Product Liability Act; in such cases, as well as in cases of simple negligence relating to material contractual obligations, liability is limited to foreseeable damage typical for the type of contract.
Compliance with construction and safety regulations of any kind within the customer's area of responsibility is the customer's own concern.
In particular, we are not liable for the handling and use of our devices and consumables that occurs contrary to the instructions for use provided by us, nor in
For parts supplied to us by third parties, we provide a warranty only to the extent that we ourselves have warranty claims against our suppliers, which we will assign to our customers upon request. In such cases, we ourselves can only take recourse against our suppliers in the event of their insolvency.
In particular, we provide no warranty for the use of chemicals or other consumables not supplied or approved by us in connection with the use of our products.
Advice given by our specialist consultants regarding the application of our products is given to the best of our knowledge and according to the current state of the art, but is non-binding.
6. Terms of Payment
Domestic deliveries are payable net within 30 days of the invoice date. A cash discount is only permitted upon express agreement in text form agreement. Partial payments received are applied by us in accordance with Section 367 of the German Civil Code (BGB).
Payments for international deliveries shall be made by irrevocable letter of credit unless otherwise agreed. All bank and transfer charges shall be borne by the customer. Payments shall be made exclusively in euros.
If the customer is in default of payment, we are entitled to charge default interest at the statutory rate pursuant to Section 288(2) of the German Civil Code (BGB) (currently nine percentage points above the applicable base rate pursuant to Section 247 BGB) and to levy the flat fee pursuant to Section 288(5) BGB. The assertion of further damages caused by delay remains unaffected.
7. Retention of Title
Goods delivered by us are, as a general rule, delivered subject to retention of title, which remains in effect until full payment of all claims arising from the business relationship. In the case of ongoing business relationships, we will release title upon request, provided that we remain secured at a ratio of more than 125% in relation to the sales value. In the event of payment default, we are entitled at any time to demand the return of items subject to retention of title; such a demand does not in itself constitute a declaration of rescission, nor does the act of taking back the goods.
8. Place of Performance and Jurisdiction
The place of performance and jurisdiction for this contract, as between businesses, is exclusively Leonberg, Germany. German law is agreed. For deliveries with an international element, German law applies, including the United Nations Convention on Contracts for the International Sale of Goods (CISG); its application is not excluded.
Should any of the foregoing provisions be or become invalid, the remainder of the contract shall remain unaffected, and a provision that comes closest to the legal and economic purpose of the invalid clause shall apply in its place within the framework of the contract.
(as of: 06/2026)