General terms and conditions of business (GTCs)

I. Scope of Application


  1. These Terms and Conditions of Sale apply exclusively to business entities, legal persons under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We do not recognize terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale unless we expressly agree to their validity in writing.
  2. These Terms and Conditions of Sale shall also apply to all future transactions with the purchaser insofar as they are legal transactions of a similar nature (as a precaution, the Terms and Conditions of Sale should always be attached to the order confirmation).
  3. Individual agreements made with the purchaser on a case-by-case basis (including collateral agreements, supplements, and amendments) shall take precedence over these Terms and Conditions of Sale in all cases. The content of such agreements shall be determined, subject to evidence to the contrary, by a written contract or our written confirmation.


II. Offer and Contract Conclusion

If an order is to be regarded as an offer under Section 145 BGB, we may accept it within two weeks.


III. Documents Provided

We retain ownership and copyright to all documents provided to the purchaser in connection with placing the order—whether in electronic or physical form—such as calculations, drawings, etc. These documents must not be made accessible to third parties without our express written consent. If we do not accept the purchaser's offer within the period specified in Section II, these documents must be returned to us immediately.


IV. Prices and Payment

  1. Unless otherwise agreed in writing, our prices apply ex-works, excluding packaging, plus VAT at the applicable statutory rate. Packaging costs will be invoiced separately.
  2. Payment of the purchase price shall be made exclusively to the account specified on the reverse side. Deduction of discounts is only permissible with a special written agreement.
  3. Unless otherwise agreed, the purchase price is payable within 10 days of invoicing. Default interest will be charged at 8% above the respective base rate p.a. The assertion of higher default damages remains reserved.
  4. In the absence of a fixed price agreement, we reserve the right to make reasonable price adjustments for deliveries made three months or later after the conclusion of the contract due to changes in labor, material, and distribution costs.


V. Right of Retention

The purchaser may exercise a right of retention only if their counterclaim arises from the same contractual relationship.


VI. Delivery Time

  1. The commencement of the delivery period specified by us is contingent upon the timely and proper fulfillment of the purchaser's obligations. The defense of non-performance of the contract remains reserved.
  2. If the purchaser is in default of acceptance or culpably breaches other cooperation obligations, we are entitled to claim compensation for any resulting damages, including additional expenses. Further claims remain reserved. If these conditions are met, the risk of accidental loss or deterioration of the goods shall pass to the purchaser at the time they default on acceptance or payment.
  3. In cases of delay not caused intentionally or through gross negligence, we are liable for delay damages of 3% of the delivery value per completed week of delay, but not exceeding 15% of the delivery value.
  4. Statutory claims and rights of the purchaser in the event of a delay in delivery remain unaffected.


VII. Transfer of Risk upon Shipment

If the goods are shipped to the purchaser at their request, the risk of accidental loss or deterioration passes to the purchaser upon dispatch, at the latest upon leaving our factory/warehouse, regardless of whether the shipment occurs from the place of performance or who bears the freight costs.


VIII. Retention of Title

  1. We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this retention. We are entitled to reclaim the purchased goods in the event of breach of contract by the purchaser.
  2. The purchaser is obligated to handle the purchased goods with care as long as ownership has not been transferred to them. In particular, they are required to insure the goods at their own expense against theft, fire, and water damage at replacement value (Note: only permissible for the sale of high-value goods). If maintenance and inspection work is required, the purchaser must carry it out promptly and at their own expense. As long as ownership has not been transferred, the purchaser must promptly notify us in writing if the delivered goods are seized or otherwise affected by third-party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the purchaser is liable for the resulting loss.
  3. The purchaser is entitled to resell goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us the claims against their buyer arising from the resale of goods subject to retention of title, in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the goods are resold without or after processing. The purchaser remains authorized to collect the claims even after the assignment. Our authority to collect the claims ourselves remains unaffected. However, we will not collect the claims as long as the purchaser fulfills their payment obligations from the proceeds received, is not in default, and, in particular, no application for insolvency proceedings has been filed or suspension of payments exists. (Note: This clause is omitted if an extended retention of title is not intended.)
  4. The processing or transformation of the goods by the purchaser is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the goods continues in the transformed item. If the goods are processed with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed objects at the time of processing. The same applies in the case of mixing. If mixing occurs in such a way that the purchaser's item is regarded as the main item, it is deemed agreed that the purchaser transfers proportional co-ownership to us and holds the sole or co-ownership thus created in safekeeping for us. To secure our claims against the purchaser, the purchaser also assigns to us claims arising against a third party from the combination of the goods subject to retention of title with a property; we accept this assignment in advance.
  5. We undertake to release the securities due to us at the request of the purchaser, provided that their value exceeds the claims to be secured by more than 20%.


IX. Warranty, Notification of Defects, and Recourse/Manufacturer’s Regress

  1. The purchaser's warranty rights require that they have properly fulfilled their obligations to inspect and notify defects as per § 377 HGB.
  2. Claims for defects expire 12 months after delivery of the goods supplied by us to the purchaser. For claims for damages due to intent or gross negligence and in cases of injury to life, body, or health caused by intentional or negligent breach of duty by the user, the statutory limitation period applies. (Note: When selling used goods, the warranty period may be entirely excluded, except for the damage claims mentioned in sentence 2.) Where longer periods are mandatorily required by law under § 438 para. 1 no. 2 BGB (buildings and goods for buildings), § 445 b BGB (right of recourse), and § 634a para. 1 BGB (construction defects), these periods apply. Prior to any return of goods, our consent must be obtained.
  3. If, despite all due diligence, the delivered goods exhibit a defect that was present at the time of the transfer of risk, we will, subject to timely notification of defects, either rectify the defect or deliver replacement goods at our discretion. We must always be given an opportunity for subsequent performance within a reasonable period. Recourse claims are unaffected by the above provisions.
  4. If subsequent performance fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the payment.
  5. Claims for defects do not exist in cases of minor deviation from the agreed quality, minor impairment of usability, natural wear and tear, or damages arising after the transfer of risk due to improper or negligent handling, excessive use, unsuitable equipment, defective construction work, unsuitable building ground, or special external influences not assumed in the contract. If improper repair work or modifications are carried out by the purchaser or third parties, no claims for defects exist for these or the resulting consequences.
  6. Claims by the purchaser for expenses necessary for subsequent performance, particularly transport, travel, labor, and material costs, including possible removal and installation costs, are excluded if such expenses increase because the goods delivered by us were subsequently moved to a location other than the purchaser’s business premises, unless such relocation is in line with their intended use.
  7. Recourse claims by the purchaser against us exist only to the extent that the purchaser has not entered into agreements with their buyer that exceed the mandatory statutory defect claims. Paragraph 6 also applies to the scope of the purchaser’s recourse claim against the supplier.


X. Miscellaneous

  1. This contract and all legal relations between the parties are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of performance and exclusive jurisdiction for all disputes arising from this contract is our place of business, unless otherwise specified in the order confirmation.
  3. All agreements made between the parties for the execution of this contract are set out in writing in this contract.


EYS GmbH, August 14, 2023