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General Terms and Conditions of Bense & Eicke GmbH & Co. KG



§ 1 Contract conclusion/Scope

1. Our General Terms and Conditions (hereinafter referred to as "GTC") shall apply to allcurrent and future business relationships between Bense & Eicke GmbH & Co. KG (hereinafter referred to as "Bense & Eicke") and our customers, who are entrepreneurs in the sense of §14 BGB (German Civil Code), legal persons under public law and special assets of public law. Different, conflicting or supplementary GTC of the customer shall not become part of the contract, unless we agree to the validity of these GTC expressly and in writing.


2. The current version of our GTC is available for our customers on our website "www.bense-eicke.de" for printing out.


§ 2 Contract conclusion

Offers from Bense & Eicke are non-binding. Technical changes as well as changes in form, colour and/or weight are reserved, in so far as they do not significantly differ from the contractual or the normal characteristics.


§ 3 Prices, delivery and delivery dates

1. Agreed prices shall be net including packaging plus the respective, legal VAT and exclusive of the cost of any duties, fees, taxes and other public charges.


2. Delivery will be effected within Germany to net value of goods of €350.00 ex works plus shipping costs in the amount of €6.95 per package. For delivery within Germany with a net value of goods of more than €350.00 the delivery is free, incl. shipping costs. For export shipments the prices are always plus shipping costs. The minimum order value is €100.00 net, below we charge a service rate of €15.00 net per order.


3. Insofar as not otherwise agreed, Bense & Eicke is entitled, to determine for themselves the method of shipment, in particular carriers, shipping route and packaging.


4. Delivery dates are only binding, if they are expressly agreed with the customer. Bense & Eicke shall be entitled to a reasonable postponement of corresponding delivery and performance obligations in case of strike, lock-out, other breakdowns of any kind or subsequently occurring difficulties with the procurement of any raw materials and/or utilities, with the shipment or transport of the goods, unless Bense & Eicke, its organs or its vicarious agents, to whom specific management responsibilities were transferred, acted with intent or gross negligence. The same shall also apply correspondingly in the event of improper and/or late delivery on the part of our suppliers or when other hindering circumstances that are beyond the control of Bense & Eicke occur. Bense & Eicke shall inform in cases, in which delay in performance is foreseeable, immediately, stating the reasons and announcement of the expected time or date of delivery or performance that the performance cannot be provided in due time.


5. Even with a fixed delivery time or a fixed delivery date Bense & Eicke shall not be held in default until the customer has granted Bense & Eicke a reasonable grace period in writing. Upon unsuccessful expiration of said grace period, and only then, shall the customer be entitled to cancel the contract for those goods and services, which customer has not been notified are ready for delivery by expiration of the grace period.


6. If for the execution of the performance a prepayment and/or obligation of performance in advance and customer's obligation to co-operate has been agreed and is the performance of the service dependent on the timely prepayment and/or performance of the customer and the performance of service is delayed for reasons attributable to the customer, Bense & Eicke can charge the costs incurred.


7. Partial deliveries are permitted, in so far as these are reasonable for the customer.


8. In the event of agreed collection of goods, the risk of accidental loss and/or accidental deterioration to the goods shall pass to the customer upon the notification to the customer that the goods are ready for collection. In the event of sale by dispatch, upon the delivery of the goods the risk passes to the person charged with the execution of the shipment.


9. The dimensions, weights and quantities stated in the shipping/accompanying documents shall be authoritative for invoicing. Complaints regarding delivery dimensions, weights or amounts must be made in writing, at the latest, immediately on the receipt of the goods at the place of destination.


§ 4 Payment terms/ Offsetting/ Credit unworthiness

1. The customer shall have no right to withhold or set off payments for any counterclaims including claims for defects, unless such counterclaims are uncontested or have been established as final and absolute.


2. Unless otherwise agreed, claims for payment of Bense & Eicke for deliveries of goods or performance of services rendered shall be made within fourteen (14) calendar days from the invoice date without any deductions. This shall apply equally to payments made by the Customer by advance payment, invoice and direct debit.


3. In the event of non-compliance with the payment deadline, Bense & Eicke shall be entitled according to § 353 to charge interest from the due date for payment. In addition, in the event of default of payment Bense & Eicke shall be entitled to charge interest on late payments amounting to 9 percent above the currently effective base rate of the European Central Bank. In the event of default of payment the customer shall owe also flat-rate compensation in the amount of €40.00. This shall also be applicable, if the customer is in delay with a partial invoice or any other payment by instalment. The flatrate in the amount of €40.00 shall be charged on owed compensation, as far as the damage is justified with costs of legal proceedings. The assertion of further damages caused by default remains reserved. In addition, in case of delayed payment Bense & Eicke may suspend the performance of its own obligations until total payment is received, giving written notice to the customer.


4. With the occurrence of circumstances, which are capable of reducing the credit worthiness of the customer (i.e. the dishonouring of a cheque), Bense & Eicke shall be entitled to demand all outstanding payments from the business contract regardless of agreed payment dates. Deliveries can be made dependent on delivery against payment.


5. If the customer is in default of acceptance, if he violates other duties to cooperate or if delivery is delayed for other reasons, for which the customer is responsible, Bense & Eicke shall be entitled to demand compensation for any losses thereby incurred, including any additional expenses (e.g. storage costs). In addition, Bense & Eicke shall be entitled to further legal claims.


§ 5 Retention of title

1. The delivered goods remain our property until all mutual and future claims arising from the business contract with the customer have been settled. This shall also apply, if an individual claim has been included in a current invoice and the balance accepted.


2. The customer is obligated to store the reserved goods carefully and to insure the goods against loss and damage at its own expense. The customer hereby assigns in advance its claims arising from the insurance contract to Bense & Eicke. Bense & Eicke hereby accepts this assignment. The customer shall be obliged to store and distinguish our goods in a separate location.


3. The customer may process or convert the reserved goods on our behalf, without generating any commitments on our part. If the customer combines, mixes, blends or processes our reserved goods with other goods or transforms it jointly with other goods, then we shall acquire co-ownership to the new product in the ratio of the invoice value of the reserved goods to the other goods. The new product shall be considered as a reserved good subject to reservation of title for the purposes of these GTC.


4. A sale of the reserved goods shall only be allowable in the ordinary course of business. Other dispositions, such as pledging or assignment of the reserved goods, are not permitted. The customer herewith assigns in advance and in full to Bense & Eicke all of the claims that arise from the resale or other legal reasons regarding the reserved goods. In the case of co-ownership, this assignment shall only cover such portion of the claim as matches the portion of our co-ownership. Bense & Eicke hereby accepts this assignment. Any resale is only permissible once this assignment has occurred.


5. The customer shall only be entitled to collect the conveyed claims revocably and in the ordinary course of business. At the request of Bense & Eicke, the customer shall be obliged to notify the debtors of the assignment. Bense & Eicke shall be entitled to carry out this notification of assignation at any time, if the customer is in arrears with payment.


6. Customer's authorisation to dispose of the reserved goods and collect the assigned claims shall lapse upon non-compliance with payment terms, unauthorised disposition of goods or protesting of a cheque or bill or if insolvency proceedings have been instituted against the customer or Bense & Eicke becomes aware of a substantial worsening of the customer's financial situation.


7. In the cases of § 5 para. 6 Bense & Eicke shall be entitled to immediately take possession of the reserved goods even without rescinding the contract, to enter the plant of the customer for this purpose, to demand appropriate information about the reserved goods and any applicable claims from its resale and to inspect customer's books as far as this to secure the rights of Bense & Eicke. A withdrawal from the contract is only possible when this takeover has been declared explicitly by Bense & Eicke.


8. If the value of the security given to Bense & Eicke exceeds the claims by more than 10 %, Bense & Eicke shall release the excess securities.


§ 6 Defects

1. A guarantee for quality or durability shall only be considered to have been granted by Bense & Eicke, if Bense & Eicke has expressly stated the grant of such a guarantee in writing. If an agreed quality is lacking in a contractual object, then the customer shall have the legal rights due to a defect. A special guarantee, resulting in rights above and beyond those granted by the law, shall not be assumed. Furthermore, any agreement about the quality of a specific good shall not result in stricter liability than that of the law. Public statements, recommendations or advertising statements of Bense & Eicke do not constitute a contractual quality description.


2. The customer shall be obliged, to notify Bense & Eicke immediately in writing of any defects, no later than 5 business days after receipt of the goods at the place of destination. Defects, which cannot be detected within this period in spite of a careful examination, are to be notified in writing immediately after discovery, no later than 5 business days after discovery. In the event of non-compliance with the above mentioned notification period the goods are considered to be accepted. Should Bense & Eicke not be granted the opportunity to review the defects, or should the customer carry out unsuitable or improper changes to the goods subject of the complaint, then the customer shall forfeit the warranty claims.


3. In the event of proven defects, Bense & Eicke shall at its discretion either remedy the defect free of charge or deliver a replacement free of charge against a return of the defective goods. In the event of Bense & Eicke failing to meet these obligations, or failing to do so within a reasonable time, then the customer has to set a reasonable time period in writing, within which Bense & Eicke has to comply with its obligations. Should this period expire without results, the customer may demand a price reduction or rescind the contract. For defects, which only affect the value or the suitability of the goods insignificantly, no right to claim for defects shall exist with the exception of price reduction claims. 


4. Claims due to defects shall lapse twelve months after the goods are handed over at the respective place of destination. This shall not apply in cases when the law prescribes longer periods as mandatory.


§ 7 Liability and limitations of liability

1. Bense & Eicke shall bear unlimited liability for damages to life, body and health, whichare due to a deliberate or grossly negligent breach of duty by Bense & Eicke, its legal representatives or vicarious agents, for damages, which are covered by the liability according to the Product Liability Act, as well as for all damages, which are due to deliberate or grossly negligent breaches of duty and fraudulent intent or the assumption of a guarantee.


2. Bense & Eicke shall also be liable for damages caused as a result of ordinary negligence, insofar as this negligence pertains to a breach of such a contractual obligation, whose proper fulfilment makes the due performance of the contract possible in the first place and in the compliance of which the contracting party can and will rely on as a regular basis (so-called cardinal obligations, such as non-defective performance or delivery of the goods). Bense & Eicke however shall only be liable, insofar as the damages are typically associated with the contract and can be anticipated and limited to the maximum amount of max. €500,000.00 per claim or max. 1 million per year.


3. The limitations of liabilities included in the paragraphs above shall also apply, if the liability involves the legal representatives, senior executives and other vicarious agents of Bense & Eicke. Any further liability shall be excluded hereby, without regard to the legal nature of the asserted claim. As far as the liability of Bense & Eicke shall be excluded or limited, same shall also apply to the personal liability of its office employees, workers, staff, representatives and other vicarious agents.


4. Claims for damages shall be subject to a limitation period of one calendar year after the delivery of the goods or the fulfilment of performance, regardless of any customer knowledge of the cause of the damages and/or those that caused the damage. The limitation period shall not apply, if gross negligence or intent exists on the part of Bense & Eicke or in cases of personal injury or death for which Bense & Eicke is responsible or in other cases, in which the law stipulates a longer limitation period.


5. Unless expressly otherwise agreed, Bense & Eicke shall not be obliged to pay in the event of damage a contractual penalty or damages and repayment of expenses as a lump sum.


§ 8 Third party rights/ Copyright

1. If deliveries are made according to plans, diagrams, models, analytical specifications or other customer specifications and, through them, any rights of third parties, particularly trade mark rights, are breached, then the customer shall be obligated to absolve Bense & Eicke from any claims upon first request by Bense & Eicke and shall also be obligated, when appropriate, to provide a cash security in the form of a directly enforceable and unlimited bank guarantee.


2. Bense & Eicke reserves any property rights and copyrights for samples and proposals, formulas, designs, the own logos and own brands. These objects and/or this information may only be used in connection with the goods delivered by Bense & Eicke and shall not be made available to third parties without express, written approval of Bense & Eicke.


§ 9 Force majeure

Force majeure, strikes, riots, regulatory measures, and other unforeseeable, inevitable and serious events free the contracting parties for the duration of the disturbance and for the scope of the effect thereof on the work obligations. This is also applicable, if these events occur at a time when the contracting partner concerned is in default, unless the delay is caused intentionally or gross negligently. The contracting parties shall be obliged to give each other without delay the necessary information within the scope of what is reasonable and to adjust their obligations in good faith taking into account the changed conditions.


§ 10 Data protection

Bense & Eicke is entitled, within the framework of the intended purpose of the contract, to process the personal data entrusted in compliance with the relevant data protection provisions. Bense & Eicke shall not pass on personal data to third parties, unless Bense & Eicke is legally required to do so or the customer has previously expressly consented. If the customer no longer agrees with the storage of his personal data or data has become inaccurate, Bense & Eicke shall comply with a corresponding notification from the customer to delete, correct or block the data in accordance with the statutory provisions.


§ 11 Place of performance/ Place of jurisdiction/ Applicable law

1. The place of performance is Einbeck unless another place of performance is prescribed by law. The place of jurisdiction for all disputes arising out of or in connection with this contract and its interpretation and these GTC is Einbeck, unless another exclusive place of jurisdiction is prescribed by law. This also applies to legal proceedings related to bills of exchange or cheques. Bense & Eicke is, however, entitled to raise an action at the registered office of the customer.


2. All legal relationships between Bense & Eicke and the customer are subject solely and exclusively to the laws of the Federal Republic of Germany in its current version, to the exclusion of conflict-of-laws rules of international private law and UN Convention on Contracts for the International Sale of Goods (CISG).


Last update: 26.08.2022


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