General terms & conditions
General terms and conditions of ELSÄSSER Filtertechnik GmbH
Stand: April 2025
I. General information and scope of application
1. Deliveries and services of ELSÄSSER Filtertechnik GmbH (hereinafter also referred to as Elsässer) are provided exclusively on the basis of these General Terms and Conditions (GTC) and exclusively to commercial customers or entrepreneurs within the meaning of § 14 BGB (German Civil Code). Accordingly, an entrepreneur is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction. Deviating terms and conditions of the commercial customer or the purchaser (hereinafter generally referred to as the customer) are not recognised unless Elsässer has expressly agreed to these deviating terms and conditions in writing. The General Terms and Conditions of Elsässer also apply without restriction if the Customer refers to its own General Terms and Conditions within the scope of the order and Elsässer has not expressly objected to these General Terms and Conditions.
2. Insofar as these GTC contain references to the applicable statutory provisions, these shall only have a clarifying significance; the statutory provisions shall therefore apply, even if no corresponding clarification has been made in this respect, to the extent that they are not amended or excluded by these GTC.
3. The GTC apply to the sale and/or delivery of the goods sold by Elsässer and the services to be provided in this connection. It is irrelevant in this respect whether the goods are manufactured by Elsässer itself or purchased from suppliers. The GTC shall also apply to similar future contracts in the version valid at the time of the customer's order or in the version last communicated to him in text form, without Elsässer having to refer to these again in individual cases.
4. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTC. Subject to proof to the contrary, a written contract or a written declaration shall be authoritative for the content of such agreements.
5. All legally relevant declarations by the customer within the scope of the concluded contract (e.g. notifications of defects, setting of deadlines, cancellation or assertion of a reduction) must be made in writing. Further statutory formal requirements remain unaffected by this. 6. It should be noted that, in accordance with the provisions of the Federal Data Protection Act, personal data is only collected, processed and passed on within the company insofar as this is necessary for the handling of business relationships.
II Contract offer and conclusion of contract
1. Offers made by Elsässer to an unspecified number of customers (e.g. in the online shop) are subject to change and are non-binding. This also includes catalogues, technical documentation, product descriptions and other documents made available to the customer.
2. By ordering the desired goods and services, the customer makes a binding contractual offer. The customer is bound by his offer. The contract for the delivery of the goods or provision of the service is concluded when Elsässer confirms or countersigns the order within three weeks of the order being placed by the customer or fulfils the order without reservation. The three-week period begins on the day after the submission of the offer declaration by the customer. A confirmation of receipt of the order by Elsässer does not constitute a binding acceptance. The scope of the services then results exclusively from the order confirmation.
3. All products and goods offered are manufactured in accordance with the state of the art and the industry. We reserve the right to make technical changes and changes in shape, colour and/or weight within reasonable limits. Only the manufacturer's product description shall be deemed to be the agreed quality of the goods.
4. Oral statements, ancillary agreements and assurances made by employees must be made in writing to be legally valid - this also applies to additions or amendments.
5. Elsässer reserves the right of ownership and/or copyright to all documents provided in connection with the contract concluded with the customer. This includes, for example, all catalogues, illustrations, drawings, calculations (including their verifications) and other documents. These may not be reproduced or made accessible to third parties without consent and must be returned immediately if the order is not carried out. This obligation to return also includes the case that Elsässer does not accept the customer's order within the period specified in Clause 2.
III Prices and terms of payment
1. Unless otherwise agreed in individual cases in accordance with the formal requirements of these GTC, the prices stated by Elsässer at the time of conclusion of the contract shall apply. Unless otherwise stated in the order confirmation, all prices quoted include the statutory value added tax at the time the order is placed. Should the statutory value added tax change after conclusion of the contract, Elsässer is entitled to adjust the value added tax for services not yet rendered.
2. The costs of packaging and despatch shall be borne by the customer and invoiced separately. The customer shall also bear the costs of transport insurance. In addition, the customer shall bear any customs duties, fees, taxes and other public charges.
3. Should Elsässer incur costs for travel, installation, familiarisation, training or organisational measures at the customer's request, these shall be invoiced to the customer at Elsässer's applicable conditions and hourly rates.
4. In individual cases, a flat-rate transport fee may be agreed that fulfils the formal requirements of these GTC.
5. Elsässer reserves the right to make reasonable price changes due to changes in labour, material and distribution costs for deliveries made six months or later after conclusion of the contract, unless a fixed price agreement has been made. The customer is entitled to object to these. In the event of such an objection, Elsässer is entitled to withdraw from the contract.
6. Unless otherwise agreed, the purchase price must be paid within 14 days of invoicing and delivery of the goods. If there is an ongoing business relationship with the customer, Elsässer reserves the right to fulfil an order in whole or in part only against advance payment. The customer shall be in default if the 14-day payment period expires without receipt of payment on the account of Elsässer. From the time of default, the applicable statutory default interest rate pursuant to § 288 (2) BGB (German Civil Code) shall apply in the amount of 9 percentage points above the respective base interest rate. The assertion of further damages caused by default is hereby expressly reserved. We also reserve the right to claim commercial maturity interest in accordance with § 353 HGB.
7. If Elsässer delivers customised products at the customer's request, the customer is obliged to make a pro rata advance payment in deviation from Clause 6. The amount of the advance payment is one third of the delivery price. Elsässer reserves the right not to make a delivery until the customer has fulfilled the advance payment obligation.
IV. Rights to refuse performance and rights of retention
1. If Elsässer's claim to payment of the purchase price is jeopardised due to the Customer's ability to pay which appears to be considerably uncertain - in particular due to the opening of insolvency proceedings or an application for the opening of such proceedings - Elsässer is entitled, in deviation from the above obligation to provide advance performance, to refuse its performance if and insofar as the Customer does not separately prove its ability to pay and the Customer does not declare its willingness to exchange the services step for step in text form. If the customer does not provide evidence of its ability to pay within a reasonable period of time and does not declare its willingness to make a step-for-step exchange, Elsässer shall be entitled to withdraw from the contract.
2. The customer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.
V. Delivery modalities
1. The expected delivery period is stated by Elsässer upon acceptance of the order. If Elsässer is unable to meet this specified delivery period, Elsässer shall inform the customer of this immediately and notify a new delivery period. If a delivery is not feasible within this newly communicated delivery period for reasons for which Elsässer is not responsible, Elsässer reserves the right to withdraw from the contract in whole or in part. Any purchase price already paid by the customer will be refunded by Elsässer without delay.
2. The prerequisite for the start of a delivery period is that the customer has provided Elsässer with all information and documents of a technical nature required for the manufacture and delivery of the goods in good time. In the event of a delay for which the customer is responsible, the delivery period shall be extended until the customer has fulfilled his obligation to co-operate.
3. Elsässer shall only be deemed to be in default of delivery if the customer has sent Elsässer a reminder in writing.
4. The place of fulfilment for the delivery and subsequent fulfilment shall be the registered office of Elsässer.
5. At the customer's request, deliveries can be made ex works, ex warehouse or ex location with transport insurance. Dispatch is at the expense and risk of the customer, even if carriage paid delivery is agreed. The risk is transferred to the customer as soon as Elsässer has delivered the goods to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. In the event that the transport is carried out by Elsässer's own personnel, the claims of the customer against Elsässer shall be limited to the extent to which the customer would be entitled against a third party carrying out the transport.
6. If the customer is in default of acceptance, Elsässer reserves the right to assert a claim for payment of the additional expenses incurred as a result, including any storage costs. The customer is in default of acceptance if the customer does not accept the delivery goods within 14 days of notification that they are ready or if the customer does not notify Elsässer of the dispatch address within this period. The statutory claims for damages due to delay remain unaffected by this. In addition, Elsässer is entitled in such a case to withdraw from the contract and to demand compensation instead of performance.
VI Unauthorised returns by the customer
1. If the customer returns the goods without a legal reason (e.g. defects, effective cancellation), Elsässer shall accept this return exclusively subject to a later rejection and without acknowledging a legal obligation.
2. In this respect, the customer is advised that the regulations on a consumer's right of cancellation do not apply to business customers by law.
3. However, Elsässer reserves the right to take back the goods as a gesture of goodwill in individual cases if the goods are returned within 14 days of delivery (immediate return). In the event that Elsässer decides to take back the goods, the customer is obliged to pay 25 % of the purchase price of the returned goods as a lump-sum return and restocking charge. If the actual return and restocking costs are significantly higher, Elsässer is entitled to invoice the customer for these costs.
VII Retention of title
1. Elsässer retains ownership of the delivered goods until full payment of the current claims arising from the respective delivery contract. Furthermore, Elsässer retains ownership of the delivered goods until full payment of all further claims within the scope of the current business relationship with the customer.
2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security. As soon as an application is made to open insolvency proceedings, Elsässer must be informed of this immediately in writing. Furthermore, Elsässer must be informed in writing if there is a threat of seizure by third parties, in particular through attachment, with regard to the goods subject to retention of title. Insofar as costs are incurred within the scope of a third-party action against seizure within the meaning of § 771 ZPO (German Code of Civil Procedure) or their extrajudicial preparation, which the third party is not in a financial position to pay, the customer shall be liable to Elsässer for the resulting damage.
3. The customer shall be granted the right to resell or process the goods subject to retention of title in the ordinary course of business.
4. In the event of a resale, the customer assigns the claims arising from this resale to Elsässer; Elsässer hereby accepts this assignment at this point in time.
5. In the event that Elsässer's goods are combined, mixed or processed, Elsässer shall be deemed to be the manufacturer and owner of the resulting products. Any right of ownership of third parties arising from this process shall remain unaffected by this provision; however, Elsässer shall then acquire co-ownership in the ratio of the invoice value of the goods invoiced by Elsässer and contained in the product to the market value of the products. Clause 4 shall apply accordingly to the resulting product and any resale thereof. Furthermore, the content of Clause 7 shall apply accordingly at the time of resale if the value of the resulting securities exceeds the value of Elsässer's claims.
6. Elsässer hereby authorises the customer to collect the claims assigned to Elsässer. However, Elsässer reserves the right to revoke the authorisation to collect, the authorisation to resell and the authorisation to process the goods subject to retention of title if the enforcement of the rights secured by retention of title is at risk.
7. If the realisable value of the collateral should exceed the claims of Elsässer by more than 10%, Elsässer shall release the excess collateral from Elsässer.
8. The customer hereby undertakes to treat the goods of Elsässer with care and diligence for as long as Elsässer retains title. This also includes insuring the goods at their own expense against theft, fire and water damage at replacement value, insofar as this is appropriate due to the high value of the goods. The customer is obliged to provide evidence of appropriate insurance cover at the request of Elsässer.
VIII. Warranty claims of the customer
1. Claims for defects on the part of the customer shall only exist if the customer has properly complied with its statutory inspection and notification obligations. If a defect becomes apparent during delivery, inspection or at a later point in time, Elsässer must be notified of this immediately in text form. If the Customer fails to inspect the goods properly and/or to notify the defect in text form in accordance with this provision, Elsässer shall not be liable for the defect that was not notified, not notified in good time or not notified in the correct form, applying the statutory exclusion provisions. A notification of defect is no longer to be regarded as immediate if the customer does not notify Elsässer of the defect within 21 days of its discovery.
2. In the event of a delivery of defective goods, Elsässer is entitled, in deviation from the statutory provisions, to choose whether subsequent improvement is to be carried out by remedying the defect in the respective goods or subsequent delivery by supplying goods free of defects, unless the type of subsequent fulfilment chosen by Elsässer is unreasonable for the Customer in the individual case. If Elsässer chooses subsequent improvement as the type of subsequent fulfilment, the customer is obliged to hand over the defective goods for inspection and implementation of the subsequent improvement. The subsequent fulfilment to be provided by Elsässer does not include the removal of the defective goods or the installation of defect-free goods or similar comparable services, such as the performance of a deinstallation or installation. The customer's statutory claims for reimbursement of installation and removal costs shall remain unaffected by this provision. In the event of an unjustified request by the customer to remedy a defect, Elsässer is entitled to be reimbursed by the customer for the resulting costs if the customer knew or could have recognised that a defect did not actually exist.
3. If, contrary to the manufacturer's instructions, assembly, installation, sales or maintenance instructions are not followed, changes are made to the delivered goods, parts are replaced or unsuitable cleaning and care products are used, the customer's warranty rights with regard to any resulting defect are excluded, unless the customer can prove that the defect is not due to this improper behaviour.
4. The customer's claims for reimbursement of expenses in accordance with Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase or a consumer contract for the provision of digital products.
IX. Statute of limitations
1. The general limitation period for claims due to material defects or defects of title is one year from delivery of the goods, in deviation from § 438 Para. 1 No. 3 BGB.
2. This shortened limitation period shall also apply to contractual and non-contractual claims for damages by the customer if such a claim is based on a defect in the goods, unless it is a claim for damages due to injury to life, body or health or the damage was caused by gross negligence or intent on the part of Elsässer or vicarious agents of Elsässer. Claims for damages by the customer under the Product Liability Act shall lapse exclusively in accordance with the statutory limitation periods.
X. Limitation of liability
1. Elsässer shall only be liable for damages in the event of intent and gross negligence.
2. In the event of simple negligence, Elsässer shall only be liable, subject to statutory limitations of liability, for damages resulting from injury to life, limb or health or for damages resulting from the breach of a material contractual obligation. In this case, however, Elsässer's liability is limited to compensation for foreseeable, typically occurring damage. A foreseeable, typically occurring damage is no longer to be assumed if it exceeds the amount of 1 million euros in an individual case.
3. The limitations of liability resulting from Clause 1 and Clause 2 shall also apply in the event of breaches of duty by persons whose fault Elsässer is responsible for in accordance with the statutory provisions and towards third parties who act in the interests of Elsässer in connection with the contractual relationship.
4. Insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed by Elsässer, these limitations of liability shall not apply. The same applies to claims of the customer under the Product Liability Act.
XI. Choice of law and place of jurisdiction
1. German law applies exclusively to the contracts concluded between Elsässer and the customer.
2. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive, including international, place of jurisdiction for all disputes arising directly from the contractual relationship shall be the registered office of Elsässer. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. In all cases, Elsässer is also entitled to bring an action at the place of fulfilment of or Exclusive place of jurisdiction for all disputes arising from the legal relationship between Elsässer and the customer is the registered office of Elsässer, insofar as the requirements of § 38 ZPO are met. The same applies if the purchaser is an entrepreneur within the meaning of § 14 BGB.
3. This shall not affect the statutory provisions on the exclusive places of jurisdiction.
XII Severability clause
1. Should one of these provisions be or become legally invalid or unenforceable in whole or in part, this provision shall be replaced by a provision that comes closest to the intended economic purpose or, if such a provision is not possible, by the corresponding statutory provision. The same shall apply if these GTC contain a loophole which the contracting parties would have regulated had they been aware of it.
2. If and to the extent that any provision of these GTC is legally invalid or unenforceable, this provision shall be deemed severable from the remaining provisions and shall not affect the validity of the remaining provisions.
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