§ 1 General Provisions

(1) The following terms and conditions are part of the contract concluded with us.

(2) Our General Terms and Conditions (GTC) in their respective current version shall also apply as a framework agreement to future offers and contracts with the same customer, without the need to mention or agree on them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. This also applies if we, with knowledge of the customer’s terms and conditions, accept orders unconditionally, render services, or directly or indirectly refer to letters or the like that contain the customer’s or third-party terms and conditions. We only recognize conflicting, deviating or supplementary terms and conditions of the customer if we expressly agree to their validity in writing.

§ 2 Offers; Orders

(1) Our offers are always non-binding, particularly with regard to quantity, price, and delivery time.

(2) The customer’s order is deemed a legally binding offer to conclude a contract. Acceptance shall be effected by receipt of our written confirmation by the customer. If no separate written confirmation is issued in the case of oral or telephone contract negotiations, the invoice issued by us shall be deemed confirmation. The confirmation text shall be decisive for the content of the contract.

(3) The written contract, including these General Terms and Conditions, which are also part of the contract, constitutes the entire agreement between us and the customer regarding the contractual subject matter. Oral agreements made prior to the conclusion of the contract are legally non-binding and are fully replaced by the written contract, unless their continued validity has been expressly agreed upon.

(4) Individual contractual agreements – including oral ones – take precedence over these General Terms and Conditions. The written contract or our written confirmation is decisive for the proof of the content.

(5) The written form within the meaning of these General Terms and Conditions may be replaced by the electronic form (§ 126a BGB). Furthermore, the written form within the meaning of these General Terms and Conditions shall also be deemed preserved by sending a signed document via e-mail or fax.

(6) The customer shall comply with the applicable export control and sanctions regulations and laws of the Federal Republic of Germany, the European Union, the United States of America, and other jurisdictions.

(7) Fulfillment of our contractual obligations is subject to the condition that applicable export control regulations do not conflict and that the customer provides us with any required, current export licenses. The procurement of such licenses is the sole responsibility of the customer. Delays due to export checks or approval procedures invalidate any agreed delivery deadlines. If export regulations prevent fulfillment or the customer has not provided an export license, the contract shall be deemed not concluded with respect to the affected parts.

(8) To the extent required for compliance with national or international export control or sanctions regulations, we are entitled to terminate the contract without notice. The customer shall not be entitled to any claims for damages or other rights against us in this case.

§ 3 Prices, Travel

(1) Unless otherwise agreed, our net list prices valid at the time of the order, plus the applicable statutory VAT, shall apply for price calculation.

(2) Unless otherwise agreed, the customer shall bear any insurance, transport, packaging, and express freight surcharges as well as any other taxes and charges.

(3) Unless a deviating or fixed (unchangeable) price has been agreed and delivery is to take place more than four months after conclusion of the contract, we reserve the right to adjust the price up to the level of the current net list price at the time of delivery. If the price increase exceeds 40%, the customer has the right to withdraw. Withdrawal must be declared in writing within two weeks of notification of the price increase.

§ 4 Quality

The function and quality of the goods shall be as published by the manufacturer. Modifications or separate agreements require written form (e.g. specification sheet). Other documents or statements are irrelevant.

§ 5 Shipping; Delivery

(1) The goods always travel uninsured and in any case at the customer’s risk. This also applies to carriage-paid delivery and regardless of the means of transport used. Transport insurance is only taken out at the customer’s express request, with costs borne by the customer.

(2) We are entitled to determine the shipping location, type of shipment (in particular the transport company, means of transport, and shipping route), and packaging (type and material) at our due discretion. Deviations require written agreement.

(3) If the customer provides the means of transport, he is responsible for punctual availability. Any delays must be communicated to us in good time. Resulting costs shall be borne by the customer.

(4) We are entitled to make reasonable partial deliveries.

(5) Our delivery obligation is always subject to timely and proper self-supply.

6) Delivery and unloading dates/times (delivery periods) we indicate are always non-binding, unless a fixed delivery period has been expressly confirmed or agreed in writing. Confirmed or agreed delivery periods begin with order confirmation, or in the case of advance payment, upon receipt of payment.

(7) If a fixed delivery period has been agreed, we are not liable for delivery obstacles due to force majeure or other unforeseeable events beyond our control at the time of contract conclusion (e.g. operational disruptions of all kinds, fire, natural disasters, floods, war, riots, terrorism, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, delays in obtaining necessary permits, official measures, subsequent loss of export/import possibilities). Such events also include late or improper self-supply, provided it is not our fault and we have concluded a congruent hedging transaction with the supplier. In such cases, the delivery period is automatically extended by the duration of the event plus a reasonable restart period. If such an obstacle lasts longer than four weeks, we are entitled to withdraw. Any consideration already received will be refunded without delay. No further claims, particularly damages, exist.

(8) If a fixed delivery period is exceeded without such an event, the customer must grant us a grace period of at least four weeks. If we culpably fail to meet this, the customer may withdraw. Beyond this, liability is only under § 12.

(9) For deliveries within the EU (“intra-Community deliveries”), the customer must assist us promptly in proving such deliveries. In particular, we are entitled to a dated and signed confirmation of the intra-Community delivery, stating recipient’s name and address, quantity and commercial description of goods, as well as place and date of receipt. If the customer fails to comply, he shall be liable for any resulting damages, in particular VAT payable by us.

§ 6 Payment

(1) Our purchase price claims are generally “net cash” and payable immediately upon receipt of the invoice without any deduction, unless otherwise agreed in writing. We may at any time, even within ongoing business relations, provide services only against advance payment, declared at the latest with order confirmation.

(2) Bills of exchange or checks are only accepted on the basis of special agreements and always on account of performance. Discount and bill charges are borne by the customer and due immediately.

(3) If the customer does not pay within 10 calendar days from due date, he shall be in default without reminder, unless performance is omitted for reasons beyond his responsibility. The purchase price shall bear interest at the statutory default rate. We are also entitled to the statutory default lump sum pursuant to § 288 (5) BGB. Further damages for delay remain reserved.

(4) If the customer ceases proper business operations, in particular if seizure occurs, a check or bill protest takes place, payment difficulties or cessation of payments occur, or insolvency proceedings are applied for, we are entitled to declare all claims immediately due, even if bills or checks were accepted. The same applies if the customer defaults on payments or circumstances become known that make his creditworthiness doubtful. In such cases we may demand advance payments or securities or withdraw from the contract.

(5) The customer may only offset or assert a right of retention if the counterclaims are undisputed or legally established.

§ 7 Retention of title

(1) Goods delivered by us remain our property until the customer has settled all claims from the business relationship, including current account balances as well as refinancing or reverse bills.

(2) The customer is only entitled to resell goods delivered by us in the ordinary course of business, provided the purchaser has not excluded assignment of the resale claim (cf. para. 6). The customer must ensure that the purchaser gives the required consent for assignment. The resale authorization lapses in the cases under § 6 (4). We may revoke resale authorization by written notice if the customer defaults on obligations or if his creditworthiness becomes doubtful.

(3) The customer acquires no ownership by processing. Processing is free of charge exclusively for us as manufacturer within the meaning of § 950 BGB. If our retention of title nevertheless lapses, ownership shall transfer to us upon processing, which we accept. The customer remains free custodian.

(4) If our goods are processed or inseparably mixed with goods still owned by others, we acquire co-ownership in proportion to the invoice value of the goods.

(5) Goods in which we acquire ownership or co-ownership under (3) and (4) shall be treated as reserved goods.

(6) The customer hereby assigns claims from resale to us. This includes claims against the bank that opens or confirms a letter of credit in favor of the customer as part of resale. We accept the assignment. If the reserved goods are processed or mixed with items that belonged solely to the customer or delivered under simple retention of title, the customer assigns the entire resale claim. In other cases, we acquire a fractional share corresponding to the ratio of our goods’ invoice value to other goods.

(7) If our claims are secured by more than 125%, we will release the excess at customer’s request.

(8) The customer is authorized to collect resale claims. This authority lapses if § 6 (4) applies or if revoked due to default or doubtful creditworthiness. In that case, the customer must provide debtor information and documents on request.

(9) If third parties access reserved goods or assigned claims, the customer must point out our ownership/rights and notify us immediately. Costs are borne by the customer.

(10) In case of breach of contract, particularly default, the customer must surrender reserved goods upon first demand and assign any surrender claims against third parties. Return or seizure of reserved goods does not constitute withdrawal.

(11) In cases of § 6 (4), we may demand disclosure of assigned claims and debtors. We may then disclose the assignment.

§ 8 Empties

The customer must return returnable packaging (Euro crates, pallets, hooks, etc.) in the same type, quantity, and value as received, cleaned in accordance with hygiene regulations. If return upon delivery is not possible, the customer must settle the packaging account immediately at own expense. If the customer defaults, we may refuse return and demand damages.

§ 9 Obligation to examine and give notice of defects

(1) The customer must examine conformity immediately upon receipt and record discovered defects on delivery note/freight document/receipt, notifying us immediately. Later defects must also be notified without delay.

(2) Complaints must observe the following forms and deadlines:

1. Within one week after delivery or acceptance. Hidden defects must be notified within one week after discovery.
2. Notification must be in writing, by email or fax within the deadlines, detailed. Oral complaints are invalid.
3. Nature and extent of defect must be clearly stated.
4. The customer must keep the goods available for inspection by us, suppliers, or experts.

(3) Complaints regarding quantity, weight, or packaging are excluded without written note on delivery document. Complaints are also excluded once goods are mixed, resold, or processed.

(4) Goods not properly and timely complained of are deemed approved.

§ 10 Acceptance / Returns

(1) For work services, we shall present the product for acceptance. The customer must check within one week. At our request, inspection must be in our presence.

(2) Upon successful inspection, acceptance must be declared immediately in writing. Acceptance is deemed successful if no material deviations from description (§ 4) exist.

(3) If deviations are found, the customer must notify us immediately in writing per § 9 (2).

(4) Material deviations will be corrected within reasonable time and resubmitted for acceptance, limited to correction. Minor deviations will be recorded in acceptance and remedied under warranty.

(5) If acceptance is not declared for other reasons, acceptance is deemed after expiry of one week (§ 10 (1)) or upon operational use.

(6) If goods are returned for reasons attributable to the customer (e.g. wrong order), after receipt in perfect condition and original packaging, at least 70% of the original price will be refunded for goods above €50. Below €50, no refund. No refund if goods cannot be reused.

§ 11 Rights in case of defects

(1) For used goods, warranty is excluded; we assign our supplier’s rights. For refurbished goods, warranty is limited to documented measures. For work services (maintenance, inspection), warranty is limited to measures performed. No warranty for the item itself (e.g. engine).

(2) If a defect exists, we shall either deliver new goods or remedy defect (“subsequent performance”). Customer must allow reasonable period. We may refuse under statutory conditions.

(3) If subsequent performance fails or is refused, the customer may withdraw or reduce price. No withdrawal right for insignificant defects.

(4) No further rights or damages, unless expressly warranted characteristics are missing or intent/gross negligence exists.

(5) Warranty requires return to our premises. Removal/installation/transport costs borne by customer. If no defect exists, all costs (travel, labor, materials) are borne by customer. § 478 BGB remains unaffected.

(6) Warranty claims expire within one year from delivery/acceptance, unless § 438 (1) no. 2 or § 634a (1) no. 2 BGB applies. Statutory limitation applies for injury to life, body, health, or intent/gross negligence.

§ 12 Limitation of liability

(1) We are liable for damages to life, body, or health caused by intent or negligence of our legal representatives or agents.

(2) We are liable for other damages caused by intent or gross negligence of our representatives or agents.

(3) For damages caused by simple negligence, we are only liable if material contractual duties (“cardinal obligations”) are breached. Liability is limited to foreseeable damages typical for the contract.

(4) Limitations do not apply if we fraudulently conceal a defect, provide a guarantee, or under Product Liability Act.

(5) Same applies to our organs, employees, and staff.

§ 13 Further Provisions

(1) If software is created or parameterized for the customer, the customer receives a simple, unlimited right to use it with the DGS product and to distribute it as part of the product. No source code is provided. Editing or distributing by customer is excluded, except mandatory rights under EU Directive of 23.4.2009 on legal protection of computer programs.

(2) Customer may only assign rights/obligations with our consent. We may assign ours.

(3) Place of performance for delivery is DGS headquarters.

(4) Oral side agreements are invalid. Changes require written form, including waiver of this clause.

(5) Exclusive – also international – place of jurisdiction is Mainz. We may also sue at customer’s seat. Mandatory exclusive jurisdictions remain unaffected.

(6) German law applies. UN CISG excluded.

(7) Invalid provisions shall be replaced by valid ones that best achieve the economic purpose.

§ 14 Data Protection and Disclosure of Personal Data

(1) For information on data processing, particularly disclosure to third parties (e.g. sanction list screening, collection agencies, credit checks), please refer to our Privacy Policy available on our website.

DGS GTC – Sale 2025/04

Download: GTC