General terms and conditions

1.1 The following General Terms and Conditions (GTC) of CERA GmbH, Gewerbepark Fürgen 14, 87674 Ruderatshofen, hereinafter referred to as CERA, are an integral part of all our contract offers and contracts concluded with our contract partners (hereinafter also referred to as "Buyer" or "Customer"). The GTC also expressly apply to all contract offers and contracts concluded via the online shop opened by CERA at www.cera-gmbh.com. However, these terms and conditions only apply to traders. They also apply to all future deliveries, services or offers to the Buyer, even if they have not been agreed again separately.

1.2 Terms and conditions of the Buyer or third parties do not apply, even if we do not specifically object to their applicability in a given case. Even if we refer to a letter containing or referring to the Buyer's or a third party's terms and conditions, this does not mean that we agree that these terms and conditions apply.

1.3 Individual contract agreements take precedence over the General Terms and Conditions.

2.1 The service descriptions on our website www.cera-gmbh.com do not constitute an offer to conclude a purchase contract. Such an offer will not be made until the Customer places an order online via the contact form, by telephone or in text form. The subsequent confirmation of receipt of the order sent by us does not constitute acceptance of this offer. The purchase contract will not be concluded until receipt of confirmation of the order. The Customer will no longer be bound by their offer (the offer will expire) if we have not sent the declaration of acceptance within 5 calendar days (calculated from the date of receipt of the order by us).

2.2 Our offers are also without obligation and non-binding unless they are expressly marked as binding or contain a specific acceptance period. Orders from the Buyer will not be binding for us until confirmation of the order in writing. We may correct any typographical errors, calculation errors, or other obvious inaccuracies in our declarations at any time without legal disadvantage. The Buyer will no longer be bound by their offer (the offer will expire) if we have not sent them the declaration of acceptance within 5 calendar days (calculated from the date of receipt of the order by us).

2.3 If a declaration of acceptance received by the Customer late was sent in such a way that it would have reached them in time with regular delivery, and the Customer should have been aware of this, they must notify us of the delay immediately upon receipt of the declaration, unless they have already done so. If the Customer does not send the notification immediately, the acceptance will be deemed not to have been late. Furthermore, the late acceptance by us will be deemed to be a new offer to conclude a purchase contract, which the Customer can accept by express declaration of acceptance or by taking receipt of the goods.

2.4 Details provided by us concerning the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) and our depictions of these (e.g. drawings and images) are only approximate, unless the usability for the contractually-agreed purpose requires exact conformity. They are not guaranteed features, but rather descriptions or indications of the delivery or service. Customary deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the usability for the contractually-agreed purpose.

2.5 We retain ownership of or copyright to all offers and cost estimates submitted by us, as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and resources made available to the Buyer. The Buyer may not, without our express consent, make these items accessible to third parties, either as such or in their content, disclose them, use them or reproduce them themselves or through third parties. Upon our request, the Buyer must return these items to us in their entirety and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

3.1 Our prices are in euros ex works. Our prices do not include freight and statutory VAT. For export deliveries, our prices do not include customs duties, fees and other public charges.

3.2 The purchase price will be calculated based on our prices valid on the date of the order. If, at the Buyer's request, delivery is to take place more than four months after the order, the list prices valid at the time of delivery will apply, unless otherwise is agreed between the contract parties.

4.1 Our invoices are due for payment within 30 days of the invoice date without any deductions. Tool invoices are due for payment in the amount of 50 per cent at the time of order placement, the remaining 50 per cent is due without deductions after approval of the initial sample.

We offer the following payment options:
I. For deliveries within Germany:
1. Prepayment by bank transfer
2. Direct debit with the Buyer's authorisation
II. For deliveries abroad:
Prepayment by bank transfer

4.2 Payment of the purchase price will not be deemed to have been made until the amount has been finally credited to one of our accounts.

4.3 If the due date is not met, the Customer will be in default of payment even without a reminder. Without prejudice to further claims, the Customer must pay default interest in this case at a rate of 10 percentage points above the base interest rate. The Customer will have the right to prove that the damage was less, but not less than the statutory interest rate pursuant to section 288 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). In addition, default of payment will result in all our claims against the Customer arising from the business relationship becoming due.

4.4 If there are reasonable doubts about the Customer's ability to pay, in particular if there are arrears, we will have the right to revoke payment terms that have been granted and demand advance payment or security for further deliveries.

4.5 As long as the Customer is in default with a due payment, our delivery obligation is suspended, even for partial deliveries not yet called off.

5.1 Delivery is ex works. If the ordered product is not available because we are not supplied by suppliers through no fault of our own, we may withdraw from the contract. In this case, we will inform the Customer immediately and, if necessary, propose the delivery of a comparable product. If no comparable product is available or the Customer does not wish to receive a comparable product, we will reimburse the Customer immediately for any counterperformance already provided.

5.2 We will have the right to make partial deliveries if the partial delivery can be used by the Buyer for the contractually-agreed purpose, the delivery of the remaining ordered goods is guaranteed, and this does not result in any significant additional work or additional costs for the Buyer. If the partial delivery results in additional costs for the Customer, we will have the right to make partial deliveries if we agree to cover these costs.

5.3 If "prompt" is agreed as the delivery date, the delivery period will be 14 calendar days. If shipment has been agreed, the delivery periods and delivery dates refer to the time of handover to the forwarder, carrier or any other third party assigned the task of transporting the shipment.

5.4 In the event of default of delivery, the Customer must grant us a reasonable grace period.

5.5 The risk will be transferred to the Customer as soon as the goods have been handed over to the transport company, or, in the case of collection by the Customer, upon the provision of the goods. This will also apply if we bear the transport costs or if partial deliveries are made.
The method of shipping and packaging are subject to our due discretion.
If shipping or handover is delayed due to circumstances for which we are not responsible, the risk will be transferred to the Buyer from the day on which the delivery item is ready for shipment and we have notified the Buyer of this.
Storage costs after the transfer of risk will be borne by the Buyer. If the delivery items are to be stored by us, the storage costs will be 0.25% of the invoice amount for the delivery items to be stored per completed week. We reserve the right to claim and provide proof of additional or lower storage costs.
We will only insure shipments against theft, breakage, transport, fire and water damage, or other insurable risks, at the express request and at the cost of the Buyer.

5.6 Complaints regarding transport damage must be reported immediately to the transport company. The Customer must also contact us immediately. Failure to report will result in the exclusion of any existing warranty claims.

5.7 Binding delivery dates require our confirmation.

5.8 If we are in default of delivery or performance or if it is impossible for us to make a delivery or provide performance, for whatever reason, our liability for damages will be limited in accordance with paragraph 9 of these General Terms and Conditions.

5.9 Delivery will be made either by UPS, post or via a forwarder.

Wars, strikes, lockouts, shortages of raw materials or energy, operational or traffic disruptions, government orders, and all other cases of force majeure that prevent, delay, or render the production or shipment of the goods uneconomical will release us from our delivery obligation for the duration and to the extent of the disruption. If the disruption lasts for more than two months, both parties will have the right to withdraw from the contract, to the exclusion of all further claims. If our sources of supply are lost in whole or in part, we will not be obligated to obtain supplies from other suppliers. In this case, we will have the right to distribute the quantity of goods available, taking into account our own requirements.

7.1 The delivered goods remain our property until all of our claims arising from the business relationship have been paid in full. The goods and the goods that replace them in accordance with the provisions below and covered by the retention of title will hereinafter be referred to as the “goods subject to retention of title”.

7.2 If the goods subject to retention of title are processed, we will be deemed the manufacturer and will acquire ownership of the newly created products. If the goods subject to retention of title are processed, combined or mixed with goods owned by third parties, we will acquire co-ownership of the resulting products in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other materials. If the goods subject to retention of title are processed,
combined or mixed with a main item owned by the Customer, the Customer hereby assigns his ownership rights to the new item to us.

7.3 The Customer hereby assigns to us as security all claims arising from the sale of goods that are our property or co-owned, to the extent of our share of ownership. Any other assignment, even as part of a factoring transaction, is not permitted.
The same applies to other claims that replace the goods subject to retention of title or otherwise arise with respect to the goods subject to retention of title, such as insurance claims or claims arising from tortious acts in the event of loss or destruction. We authorise the Customer to collect the claims assigned to us in our own name, although we reserves the right to revoke this authorisation. We may only revoke this authorisation to collect in the event of enforcement.

7.4 The Customer is obligated to store the goods subject to retention of title at their own cost with due care and diligence and to insure them against the usual storage risks. The Customer hereby assigns to us their claims under the insurance contracts.

7.5 As long as the Customer duly meets their obligations to us, they have the right to dispose of the goods subject to retention of title in the ordinary course of business and to collect claims from the resale of the goods subject to retention of title. However, the Customer does not have the right to pledge the goods subject to retention of title or the assigned claim to third parties or to transfer them as security.

7.6 If third parties seize the goods subject to retention of title or the assigned claims, the Customer has to inform us immediately after becoming aware of this. Furthermore, the Customer will inform third parties immediately of our ownership. If the third party is unable to reimburse us for the court or out-of-court costs incurred in connection with this, the Customer will be liable to us for these costs.

7.7 In the event of breach of contract, in particular in the event of default of payment by the Customer, we will have the right to demand the return of the goods subject to retention of title without granting a grace period and without withdrawing from the contract. Furthermore, the Customer must provide us with all necessary information and documentation at the first time of asking and inform their customers immediately of the existence of the goods subject to retention of title and the assigned claims, as well as the assignment of the claims.

7.8 If the value of the securities exceeds the total of the claims by more than 20%, we will release the excess securities upon request by the Customer; we will choose the securities to be released.

8.1 There is a statutory liability for defects in goods. The warranty for defects in goods is 12 months for new goods and begins from the time the goods are handed over to the Customer.

8.2 The Customer must inspect the goods immediately after delivery and report any material defects, in particular incorrect deliveries or inadmissible quantity deviations, in text form without delay, but no later than 7 working days after delivery. In the case of partial deliveries, this obligation of the Customer applies to each individual partial delivery. If the Customer fails to meet their obligation to inspect and report defects within these 7 working days, the goods will be deemed to have been approved with regard to obvious defects or other defects which would have been apparent if they had been the subject of an immediate and careful inspection.

8.3 With regard to other defects, the goods will be deemed approved by the Customer if the complaint is not received by us within 7 working days of the time the defect became apparent. If the defect was already apparent to the Buyer at an earlier point in time during normal use, the period for giving notice of defects will begin from this earlier point in time.
Upon request by us, a defective delivery item must be returned to us carriage free. If the notification of defects is justified, we will pay for the costs of the cheapest form of shipment; this will not apply if the costs are increased because the delivery item is located at a location other than the location of its intended use.

8.4 A complaint does not entitle the Customer to withhold due payments or to refuse acceptance of further deliveries.

8.5 If the delivered items have material defects, we will have the right and obligation to repair or replace the delivered items, as we choose, within a reasonable period of time. If this fails, i.e. repair or replacement delivery is impossible, unreasonable, refused or the subject of an unreasonable delay, the Buyer may withdraw from the contract or reduce the purchase price appropriately.
If a defect is due to our fault, the Buyer may also claim compensation for damages under the conditions specified in paragraph 9.

8.6 The warranty will be void if the Buyer modifies the delivery item or has it modified by third parties without our consent, thereby making the rectification of the defect impossible or unreasonably difficult. In any case the Buyer will bear the additional costs in the rectification of the defect resulting from the modification.

8.7 If the Customer expressly orders lower quality (not 1a quality), any warranty is excluded unless the delivered goods deviate from the agreed lower quality.

8.8 Any warranty is excluded for used goods.

8.9 However, the regular limitation period of 3 years remains, beginning at the end of the year in which
a. the claim arose and
b. the creditor learns of the circumstances giving rise to the claim and the identity of the debtor, or should have learned without gross negligence,
- if the liability concerns damages for injury to life, limb or health resulting from a negligent or deliberate breach of duty by us or a deliberate or negligent breach of duty by one of our vicarious agents, or
- if the liability concerns other damages resulting from a deliberate or grossly negligent breach of duty by us or a deliberate or grossly negligent breach of duty by one of our vicarious agents, or
- if the liability concerns fraudulently concealed defects, claims arising from warranty promises, or liability under mandatory statutory provisions, e.g. under the Product Liability Act (Produkthaftungsgesetz).

8.10 For new goods, the two-year limitation period for recourse claims pursuant to section 478 BGB remains unaffected.

8.11 The warranty does not cover normal wear and tear.

Our liability for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations, and tort, is limited in accordance with this paragraph 9, insofar as fault is relevant in each case.

9.1 Contractual and non-contractual claims for damages by the Customer resulting from a slightly negligent breach of duty by us, our executives or our other vicarious agents are excluded. This does not apply to breaches of material contract obligations. Material contract obligations are the obligation to deliver the delivery item on time and from defects that more than insignificantly affect the functionality or usability of the delivered item as well as advisory, protective, and care obligations intended to enable the Buyer to use the delivery item in accordance with the contract or intended to protect the life or limb of the Buyer's personnel or to protect the Buyer's property from significant damage. Our liability is limited to damages that we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or that we should have foreseen if due care had been exercised. Indirect and consequential damages resulting from defects in the delivery item are only eligible for compensation to the extent that such damages are typically to be expected when the delivery item is used as intended.
In the event of liability for ordinary negligence, our liability for property damage and resulting financial losses is limited to an amount of EUR ... per damage event (corresponding to the current coverage amount of our product liability insurance or liability insurance), even if it involves a breach of material contract obligations.

9.2 If we provide technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and excluding any liability.

9.3 The above limitations do not apply for our liability for deliberate or grossly negligent conduct, guaranteed quality features, injury to life, limb or health or our liability under the German Product Liability Act (Produkthaftungsgesetz). Mandatory statutory liability provisions remain unaffected.

10.1 Technical Steps for contract conclusion
See the explanations in section 2 of our GTC.

10.2 Saving the contract text / printing
The Customer can save the contract text by using the "Save as" function in their browser to save the relevant web page on its computer. They can also print out the contract text using the print function in their browser. We save and store the contract texts ourselves and make them available to the Customer by email or post upon request.

10.3 Correction option
The Customer can correct the data they input at any time during the ordering process by selecting the "Back" button in the browser and then making the appropriate changes. The Customer can cancel the entire ordering process at any time by closing the web browser. Furthermore, the order overview that is shown before the Customer sends the online order also offers an additional correction option, which the Customer will be informed of.

10.4 Language
The contract may only be concluded in German.

10.5 Code of conduct
We have not subjected ourselves to any particular code of conduct (rules).

The data privacy statement concerning the implementation of data protection regulations can be found in the separate data privacy statement.

The photos posted on our website and the texts prepared by us are protected by copyright. Any unauthorised copying or publication of these photos and texts (even in part) will be prosecuted under criminal and civil law in accordance with section 97 of the Act on Copyright and Related Rights, (Urheberrechtsgesetz, UrhG)

13.1 The place of performance for all obligations arising from this contractual relationship is Ruderatshofen-Immenhofen. Mandatory statutory provisions regarding exclusive jurisdiction remain unaffected by this provision.

13.2 The place of jurisdiction is Kempten. The law of the Federal Republic of Germany applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 is excluded.

13.3 Should any of the above provisions prove to be invalid in whole or in part, this will not affect the validity of the remaining provisions.