§ 1 Validity of the Terms and Conditions
(1) The deliveries, services, and offers of the Seller are made exclusively on the basis of these Terms and Conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed again. These Terms and Conditions are deemed to be accepted at the latest upon receipt of the goods or services. We do not recognize any terms and conditions of the buyer that conflict with or deviate from the seller’s terms and conditions of sale.
(2) All agreements made between the seller and the buyer for the purpose of executing this contract must be set out in writing or in text form in this contract.
(3) The terms and conditions of sale apply only to entrepreneurs within the meaning of § 310 (1) BGB (German Civil Code).
§ 2 Offer and conclusion of contract
(1) The seller’s offers are subject to change and non-binding. Declarations of acceptance and all orders require the seller’s written or text form confirmation or confirmation transmitted electronically to be legally effective.
(2) Drawings, illustrations, dimensions, weights, or other performance data are only binding if this is expressly agreed in writing. The seller reserves ownership rights and copyrights to illustrations, drawings, calculations, and other documents. This also applies to written documents that are designated as “confidential.” The buyer requires the prior written or text-based consent of the seller before passing them on.
(3) If the buyer’s products are delivered by the seller according to drawings or illustrations, only these shall be authoritative. Verbal side agreements shall only be valid if they have been confirmed in writing or in text form by the seller within 2 working days. Paragraph 6 applies accordingly.
(4) If the drawings or illustrations contain technical information such as dimensions, weights, degrees of hardness, etc., and if no nominal dimensions are specified, production in accordance with DIN ISO 2768-M-K shall be deemed to be in accordance with the contract.
(5) The seller is free to choose the processing material and select its suppliers, subject to any other agreement in accordance with paragraph 3. However, the seller undertakes to make this selection conscientiously. The same applies mutatis mutandis to the transfer of individual manufacturing activities to subcontractors.
(6) The Seller’s employees, representatives, and/or vicarious agents are not authorized to make verbal side agreements and/or give verbal assurances that go beyond the content of the written contract.
(7) The conclusion of the contract is subject to the correct and timely delivery by the Seller’s supplier.
This shall only apply in the event that the Seller is not responsible for the non-delivery, in particular in the event of the conclusion of a congruent covering transaction with the Seller’s supplier. The Buyer shall be informed immediately of the non-availability of the service. Any consideration already paid shall be refunded immediately. In this case, the Seller shall endeavor—in a reasonable manner—to arrange for delivery from another source.
§ 3 Prices and terms of payment
(1) Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from their date. The prices stated in our order confirmation plus the respective statutory sales tax without discount are decisive. Additional deliveries and services will be charged separately.
(2) The seller is entitled, despite any provisions of the buyer to the contrary, to first offset payments against the buyer’s older debts and will inform the buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, the seller is entitled to first offset the payment against the costs, then against the interest and finally against the main service.
(3) Unless otherwise agreed, prices are “ex works” plus packaging costs for truck transport.
(4) Unless otherwise stated in the order confirmation, the invoice amount (without deduction) is due for payment within 14 days of the invoice date. The statutory provisions regarding the consequences of default in payment apply.
(5)
If the seller becomes aware of circumstances that call into question the buyer’s creditworthiness, in particular if a check from the buyer is not redeemable or if the buyer suspends payments, or if the seller becomes aware of other circumstances that call into question the buyer’s creditworthiness, the seller is entitled to demand payment of the entire remaining debt, even if it has already accepted checks. In this case, the seller is also entitled to demand advance payments or security.
(6) The buyer is only entitled to set-off rights if his counterclaims have been legally established or recognized by the seller in a written declaration. The buyer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 4 Delivery and performance time
(1) Delivery dates or deadlines, which may be agreed as binding or non-binding, must be made in writing or in text form.
(2) The seller shall not be responsible for delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for the seller—this includes, in particular, strikes, lockouts, official orders, etc., even if they occur at the seller’s suppliers or their sub-suppliers—even if binding deadlines and dates have been agreed. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part due to the unfulfilled part.
(3) If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the unfulfilled part. If the delivery time is extended or if the seller is released from its obligation, the buyer cannot derive any claims for damages from this. The seller can only invoke the aforementioned circumstances if it notifies the buyer immediately.
(4) If the seller is responsible for the non-compliance with binding deadlines and dates or is in default, the buyer is entitled to compensation for delay in the amount of 1/2% for each completed week of delay, but in total no more than 5% of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded, unless the delay is due to at least gross negligence on the part of the seller. If the delay in delivery is not due to a breach of contract for which the seller is responsible, its liability for damages shall be limited to the foreseeable, typically occurring damage. Any further claims for damages shall remain unaffected if the delay is due to intent or gross negligence.
(5) The seller is entitled to make partial deliveries and render partial services at any time.
(6) If the buyer is in default of acceptance, the seller is entitled to demand compensation for the damage incurred; upon default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer.
§ 5 Transfer of risk
(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon delivery.
(2) In the case of sale by delivery to a place other than the place of performance, the risk shall pass to the buyer as soon as the goods have been handed over to the person performing the transport or have left the seller’s warehouse for the purpose of shipment. If shipment becomes impossible through no fault of the seller, the risk shall pass to the buyer upon notification of readiness for shipment.
§ 6 Liability for defects
(1) The warranty period is twelve months from the transfer of risk. This does not apply if the law provides for longer periods, in particular in the case of claims arising from injury to life, limb, or health, as well as in the case of intentional or grossly negligent conduct.
(2) If the seller’s operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, any warranty shall lapse if the buyer does not refute a corresponding substantiated claim that one of these circumstances caused the defect.
(3) The buyer must inspect the goods immediately after delivery and report obvious defects in writing without delay, at the latest within 7 calendar days of delivery. Hidden defects must be reported in writing immediately after discovery. If the buyer fails to carry out the proper inspection or report defects, the goods shall be deemed to have been approved.
(4) If there is a defect in the purchased item, the seller is entitled, at its discretion, to deliver a new item free of defects or to repair the item. In the event of repair, the seller may demand that, at its expense:
a) the defective part or device be sent for repair and subsequent return to the seller; b) the buyer keep the defective part or device ready and a service technician of the seller be sent to the buyer to carry out the repair.
If the buyer requests that the repair work be carried out at a location specified by them, the seller may comply with this request, in which case parts covered by the warranty will not be charged, while labor and travel costs will be charged at the seller’s standard rates.
(5) If the repair fails after a reasonable period of time, the buyer may, at its discretion, demand a reduction in payment or rescission of the contract.
(6) The seller shall be liable in accordance with the statutory provisions if the buyer asserts claims for damages based on intent or gross negligence. Unless the seller is accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) If the buyer provides the seller with items for combination, mixing and/or processing and/or requests that items from certain suppliers be combined, mixed and/or processed, the buyer shall indemnify the seller upon first request against any claims under Section 4 (2) ProdHG, unless the buyer proves that any defect is not causally related to its instructions. In such cases, the buyer waives the right to invoke § 278 BGB (German Civil Code) against the seller.
(9) In cases of slight negligence, the seller shall only be liable for breaches of essential contractual obligations (cardinal obligations), limited to the foreseeable damage typical for this type of contract. Otherwise, liability for slight negligence is excluded. Liability for intent and gross negligence as well as under mandatory statutory provisions remains unaffected.
§ 7 Retention of title
LORENZ G.PRODUKTION & VERTRIEB VON KUNSTSTOFFWAREN, SASCHA PICKELMANN, SUDETENSTR. 76,82538 GERETSRIED, GERMANY PHONE: +49(0)8171 34 00 06, FAX +49(0)8171 34 00 07, E-MAIL: SALES@LORENZG.DE BANK: VR-BANK Starnberg Zugspitze eG IBAN: DE86 7009 3200 0007 8147 63 BIC: GENODEF1STH UST-ID. NR. / VAT REG.-NO.: DE 361 649 984
(1) Until all claims (including all balance claims from current accounts) to which the seller is entitled against the buyer now or in the future for any legal reason have been satisfied, the seller shall be granted the following securities, which he shall release on request at his discretion, insofar as their value exceeds the claims by more than 20% on a sustained basis.
(2) The goods remain the property of the seller. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation on his part. If the seller’s (co-)ownership expires due to combination, it is hereby agreed that the buyer’s (co-)ownership of the uniform item shall be transferred to the seller on a pro rata basis (invoice value). The buyer shall store the seller’s (co-)ownership free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
(3) The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as they are not in default. Pledging or transfer by way of security is not permitted. The buyer hereby assigns to the seller, by way of security, all claims arising from the resale or any other legal reason (insurance, tort) in relation to the goods subject to retention of title (including all balance claims from current accounts). The seller revocably authorizes the buyer to collect the claims assigned to the seller for the seller’s account in its own name. This collection authorization can only be revoked if the buyer does not properly meet its payment obligations.
(4) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the buyer shall indicate the seller’s ownership and notify the seller immediately so that the seller can enforce its ownership rights, in particular by way of legal action under § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these costs.
(5) In the event of conduct by the buyer in breach of contract, in particular default in payment, the seller shall be entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the buyer’s claims for surrender against third parties. The taking back or seizure of the goods subject to retention of title by the seller shall not constitute a withdrawal from the contract.
§ 8 Design changes
(1) The seller reserves the right to make design changes, provided that this does not impair the technical function of the item; however, the seller is not obliged to make such changes to products that have already been delivered.
(2) The same applies mutatis mutandis to the use of materials and manufacturing processes as in paragraph 1.
§ 9 Patents
(1) The seller shall indemnify the buyer and its customers against claims arising from infringements of copyrights, trademarks or patents, unless the design of a delivery item originates from the buyer. The seller’s indemnification obligation is limited in amount to the foreseeable damage. An additional prerequisite for the indemnification is that the Seller is allowed to conduct legal disputes and that the alleged infringement is exclusively attributable to the design of the Seller’s delivery items without connection or use with other products.
(2) The Seller has the option of freeing itself from the obligations assumed in paragraph 1 by either
a) obtaining the necessary licenses with regard to the allegedly infringed patents, or b) providing the buyer with a modified delivery item or parts thereof which, in the event of replacement of the infringing delivery item or part thereof, eliminate the allegation of infringement with regard to the delivery item.
§ 10 Confidentiality / GDPR
All technical, commercial, or other information provided to the buyer in connection with the business relationship, in particular drawings, samples, tools, and calculations, shall be treated as confidential unless it is obvious or generally known.
This obligation shall continue to apply even after the contractual relationship has ended.
The seller shall process the buyer’s personal data exclusively in accordance with the applicable data protection laws. Further information can be found in the seller’s privacy policy.
§ 11 Applicable law, place of jurisdiction, partial invalidity
(1) These terms and conditions and all legal relationships between the seller and the buyer shall be governed by the laws of the Federal Republic of Germany.
(2) If the buyer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the general place of jurisdiction of the seller.
(3) Should any provision in these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The wholly or partially invalid provision shall be replaced by a provision whose economic success most closely corresponds to that of the invalid provision.
As of January 1, 2026