Terms and Conditions

§1 Scope

These Terms and Conditions apply exclusively to business entities as defined in Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
Any General Terms and Conditions of the Purchaser that differ from, conflict with, or supplement these General Terms and Conditions shall not become part of this contract unless their validity is expressly agreed to in writing.
Individual agreements between the parties take precedence over these terms and conditions.

§2 Offer and Conclusion of Contract

Orders placed by the customer constitute a binding offer. A contract is not formed until we provide written confirmation.
We reserve the right to accept offers within two weeks of receipt.
For first-time orders, we reserve the right to require full or partial payment in advance.

§3 Documents and Intellectual Property Rights

All drawings, calculations, cost estimates, illustrations, or other documents provided by us remain our property and are subject to our copyrights and industrial property rights.
Without our written permission, these documents may not be made available to third parties or used for any other purpose.
If no contract is concluded, all documents must be returned to us or deleted immediately, unless there are any legal requirements to retain them.

§4 Prices and Payment Terms

Unless otherwise agreed, our prices are ex works, excluding packaging and plus applicable sales tax.
For deliveries made more than three months after the contract is concluded, we are entitled to adjust our prices in line with increases in material, labor, or transportation costs.
Payments must be made within 14 days of the invoice date, without any deductions.
For orders with a net merchandise value of €400 or more, shipping is free within Germany.
In the event of late payment, we will charge interest at a rate of 9 percentage points above the applicable base interest rate, as well as any additional damages resulting from the delay, if applicable.

§5 Rights of Retention

The purchaser is entitled to a right of retention only with respect to counterclaims arising from the same contractual relationship that are undisputed or have been finally and conclusively determined by a court.

§6 Delivery Time and Delayed Delivery

Delivery periods do not begin until all technical details have been fully clarified and the purchaser has fulfilled all obligations to cooperate in a timely manner.
If delivery delays occur as a result of force majeure or other unforeseeable events beyond our control, the delivery period will be extended accordingly.
In the event of a delay, we shall be liable for a flat rate of 1% of the delivery value for each full week of delay, up to a maximum of 5%. Any further legal claims remain unaffected.

§7 Transfer of Risk Upon Shipment

The risk passes to the purchaser upon delivery of the goods to the shipping agent, carrier, or any other third party designated to carry out the shipment.
If shipment is delayed due to circumstances for which the customer is responsible, the risk passes to the customer when the goods are ready for shipment.
The purchaser is required to unpack the goods immediately upon delivery and inspect them for external damage and damage incurred during shipping. If any visible damage is present, the order must be refused, or the damage must be confirmed in writing by the driver at the time of delivery. Visible damage caused during transit must be reported to us in writing no later than 5 calendar days after delivery. After this period has expired, we can no longer guarantee that the damage will be acknowledged.

§8 Retention of Title

Delivered goods remain our property until all amounts due arising from the business relationship have been paid in full.
The purchaser is entitled to process or resell the goods in the ordinary course of business. Any processing is always performed on our behalf. In the event of combination or mixing with other items, we acquire co-ownership in proportion to the value of the goods subject to retention of title relative to the other items.
The purchaser hereby assigns to us, in advance, any claims arising from the resale of the goods subject to retention of title in an amount equal to the invoice value of such goods.
The purchaser is obligated to handle the goods subject to retention of title with care, to insure them against damage at replacement value at their own expense, and to have any necessary maintenance work performed in a timely manner.

§9 Warranty and Notification of Defects

In the event of defects in the delivered goods, we will, at our discretion, either repair them or provide a replacement.
Obvious defects must be reported in writing within 5 calendar days of receipt of the goods. Otherwise, the right to assert a warranty claim is excluded.
Warranty claims expire one year after the transfer of risk.
There is no defect in the event of an insignificant deviation from the agreed quality, natural wear and tear, or damage resulting from improper handling, installation, or use of the goods.
We will not bear the costs of transporting the defective goods to a location other than the place of performance.

§10 Miscellaneous

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance and venue for all disputes arising from this contract is our registered office.
Any changes or additions to these terms and conditions must be made in writing. This also applies to the waiver of this written form requirement.

General Terms and Conditions (GTC) of VILOOM GmbH – As of 2026