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1. Scope

These terms and conditions of sale and delivery apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. They form the basis of all offers, order confirmations and delivery agreements. The terms and conditions also apply to all future business with the customer. Any conflicting terms and conditions of the customer are contradicted.

2. Contract

  1. The contract is concluded after receipt of the order in text form with the dispatch of our order confirmation in text form.

  2. In the case of order quantities over 5000 m², custom-made products or in justified individual cases, we reserve the right to request another confirmation in writing from the customer in our order confirmation.

3. Subject matter of the contract

  1. Depending on the manufacturing process and customary in the industry, deviations in color, weight, raw material composition, design and dimensions are possible. The same applies to deviations of our products from samples and samples, especially in the case of technical progress.
    These deviations do not represent a defect.

  2. For standard goods, we reserve the right to deviate quantities of up to 2% compared to the agreed delivery quantity and for special items of up to 5%, insofar as this is necessary for reasons of production technology or the supply of raw materials and insofar as these changes are reasonable for the customer.

4. Bearing of risk

All deliveries are made ex works.
If the goods are sent to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser when they are sent to the purchaser, at the latest when they leave the factory. This applies regardless of who bears the freight costs.

5. Prices

  1. All prices are in euros plus statutory VAT.

  2. Unless otherwise agreed in writing, our prices apply ex works excluding packaging.

  3. The customer bears the transport costs and the costs for Euro pallets. If pallets are returned, the price charged will be credited per piece.

6. Payments

  1. Unless otherwise agreed, payment is due within 10 days of the invoice date.

  2. The deduction of a discount is only permitted with a special written agreement and only from the net value of the goods, excluding freight, packaging and transport costs.
    The customer may only deduct an agreed discount if all previous invoices have been paid in full.

  3. If the goods are delivered later than 4 months after the conclusion of the contract, we reserve the right to make reasonable price changes due to changed wage, material and distribution costs for deliveries, insofar as they are limited to the prices achieved on the market.

  4. The customer is only entitled to offset counterclaims if these are recognized or have been legally established.

  5. If we become aware of circumstances that give rise to serious doubts about the solvency or creditworthiness of the customer, we are entitled, regardless of the agreed payment term, to immediately make all outstanding - including deferred - invoice amounts due and to make further deliveries of advance payments or the appropriate security deposits by To make the customer dependent.

  6. If a check handed over to us is not cashed by the customer's bank or if the customer stops making payments, we are entitled to demand the entire remaining debt immediately.

7. Retention of Title

  1. We reserve title to the delivered goods until full payment - including future claims - from the business relationship.
    The retention of title also remains if individual claims of the supplier are included in a current invoice and the balance is drawn and recognized.

  2. If goods subject to retention of title are processed by the customer into a new movable item, the processing is carried out for the supplier without the latter being obliged to do so. The new item becomes the property of the supplier. In the event of processing, mixing or blending with goods that do not belong to us, we acquire co-ownership of the new item based on the ratio of the invoice amount of the reserved goods to the total value.
    The customer is entitled to resell or further process the reserved goods for normal business transactions, taking into account the following provision:
    a) The customer already now assigns to us his claims against his customer in the amount of the final invoice amount agreed with us (including VAT).
    This assignment applies regardless of whether the purchased item has been resold without or after processing.
    b) If the goods have been processed, mixed or blended and we have acquired co-ownership in the amount of our invoice amount, we are entitled to the assigned purchase price claim proportionate to the value of our rights to the goods.
    If the customer acquires claims for wages against third parties from processing the goods subject to retention of title, he hereby assigns to us the invoice amount of the goods subject to retention of title with all ancillary rights.
    c) If the customer has sold his receivables as part of a real factoring process, our receivables are due immediately and the customer assigns the claims against the factor that take their place to us and forwards the sales proceeds to us immediately.
    d) The assignments are expressly accepted by us.
    e) The customer is authorized, as long as he meets his payment obligations, to collect the assigned claims. The authorization to collect expires in the event of revocation, at the latest in the event of default in payment by the customer or in the event of a significant deterioration in his financial circumstances, in particular when filing for insolvency proceedings.
    f) If the value of the securities existing for us exceeds all of our claims by more than 20%, we are obliged to release the excess securities at our discretion at the request of the customer or a third party impaired by the excess security.
    g) Pledging or assignment by way of security of the reserved goods or the assigned claims are not permitted. We are to be notified immediately of any attachments, stating the attachment creditor.
    h) We are entitled to satisfy ourselves by selling goods that have been taken back under reservation of title.

8. Delivery time

  1. The start of the delivery time specified by us presupposes the timely and proper fulfillment of the purchaser's obligations. The exception of the unfulfilled contract remains reserved.

  2. If the customer is in default of acceptance or if he culpably fails to provide any other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims.
    If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the point in time at which the customer is in default of acceptance or default

  3. Force majeure, unrest, disputes, lockouts, unforeseen shortages of raw materials, lack of correct or timely self-delivery and operational disruptions through no fault of your own extend the agreed delivery period by your duration.

  4. If the supplier is in default, the customer can, after setting a reasonable grace period, demand compensation for any damage caused by the delay. This claim is limited to a maximum of 5% of the agreed price for the part of the delivery that could not be put into proper operation due to the delay if the supplier or his vicarious agents were not intentional or grossly negligent.

  5. If the purchaser can demand compensation instead of performance due to the delay of the supplier, this claim is limited to a maximum of 30% of the price for the part of the delivery that cannot be put into the appropriate operation because of the delay, if the damage was not caused intentionally or through gross negligence, unless the customer can prove higher damage.

9. Obligations to notify

  1. The warranty rights of the purchaser presuppose that the purchaser has properly complied with his inspection and complaint obligations according to § 377 HGB. The customer must report obvious defects immediately, at the latest 7 days after receipt of the goods at the destination.

10. Warranty and notification of defects, recourse / manufacturer recourse

  1. Claims for defects become statute-barred 12 months after delivery.

  2. A complaint does not entitle the customer to refuse to unload the goods or to allow the shipment to be returned unless we have given our prior consent.

  3. We have the right to inspect the rejected goods. On request, samples are to be sent at our expense.
    If the delivered goods show a defect that already existed at the time of the transfer of risk, we can, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion.
    If the subsequent performance fails, the customer can - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

  4. Claims for defects do not exist in the case of natural wear and tear as in the case of damage that arises after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, defective construction work, unsuitable subsoil or due to special external influences that are not agreed in the contract.
    The purchaser's right of recourse against us only exists within the framework of the guarantee, but not if the purchaser has made agreements with his customer that go beyond the legally mandatory claims for defects.

    Recourse claims according to § 478 BGB remain unaffected.

  5. Further or other claims by the customer against us due to a material defect are excluded.
    Tiles that are not declared as type 1 do not meet the quality requirements. They can have edge damage, hairline cracks, burnt-in brush hairs and the like. This is not a defect.

  6. If we have to deliver according to the customer's specifications, samples, etc., the customer bears the risk of suitability for the intended use. The same applies if, at the express request of the customer, production is carried out in deviation from the valid product descriptions. Possible consequences from the deviations are borne by the customer.

11. Liability

  1. We are liable for willful intent - including those of our vicarious agents and agents - and for gross negligence without limitation for damages; Furthermore, we are unlimitedly liable for damages in the event of bodily harm or personal injury as well as damage resulting from violations of the Product Liability Act.

  2. In the event of negligent breach of essential contractual obligations, claims for damages against us are limited to the replacement of typical and foreseeable damage, except in the case of bodily harm or personal injury or damage as a result of violations of the Product Liability Act.

12. Place of performance and jurisdiction

The place of performance for all services and the place of jurisdiction for both parties is Zahna.

13. Applicable Law

The law of the Federal Republic of Germany applies to all contractual relationships between the parties, excluding the UN Sales Convention (CISG).

14. Data protection

We save, process and use the data of our contractual partners for the establishment, implementation and termination of the contractual relationships with them in accordance with the provisions of the Federal Data Protection Act.

15. Final provision

Should individual provisions be or become ineffective in whole or in part, the remaining provisions shall remain in effect.
Zahna-Elster, 09/2017

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