§ 1 General Provisions, Scope of Application
(1) These General Terms and Conditions of Sale (GTC) apply to all business relationships between erfal GmbH & Co. KG (hereinafter: “Seller”) and customers (hereinafter: “Buyer”). The GTC apply only if the Buyer is a business, a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter: “Goods”), as well as to services in connection with the sale and/or delivery of Goods. The GTC, in their current version, shall also serve as a framework agreement for future contracts concerning the sale and/or delivery of Goods with the same Buyer, without the seller being required to refer to them again in each individual case; the seller shall inform the Buyer of any amendments to the GTC.
(3) These General Terms and Conditions of Sale (GTC) apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the buyer shall only form part of the contract to the extent that the seller has expressly agreed to their validity. This requirement for consent applies in all cases, for example even where the seller carries out the delivery to the buyer without reservation whilst being aware of the buyer’s terms and conditions.
(4) Individual agreements with the buyer made in writing on a case-by-case basis (including ancillary agreements, additions and amendments) shall in all cases take precedence over these General Terms and Conditions.
(5) Legally relevant declarations and notifications to be made by the buyer to the seller after the conclusion of the contract (e.g. setting of deadlines, notices of defects, declarations of withdrawal or reduction) must be in writing to be valid.
§ 2 Conclusion of the Contract
(1) Offers made by the Seller are subject to change and non-binding. The Seller reserves ownership rights and copyright in catalogues, technical documentation and other documents.
(2) The Buyer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise stated in the order, the Seller is entitled to accept this offer within four weeks of its receipt.
(3) Acceptance may be declared either in writing (e.g. by means of an order confirmation) or by delivery of the goods to the buyer.
§ 3 Delivery period and delay in delivery
(1) Information regarding delivery times is non-binding without particular agreement. The delivery time shall be deemed to have been met if, by the time it expires, the goods have left the factory or notification has been given that they are ready for dispatch.
(2) The seller is entitled to make partial deliveries where the nature of the goods so permits.
(3) Unforeseeable and unavoidable events (war, war-like conditions, shortages of energy or raw materials, sabotage, strikes, lawful lockouts, as well as other operational disruptions or actions by public authorities that the seller is not responsible for, such as supply bottlenecks) shall release the seller from its obligation to deliver and perform for the duration of such events, even if they occur during an existing delay. Delivery periods and dates shall be extended accordingly to a reasonable extent. This also applies to deliveries or services from the seller’s supplier that are not made on time or in the proper manner, for which the seller is not responsible.
§ 4 Delivery, Default of Acceptance
(1) Delivery shall be ex works Falkenstein (EXW in accordance with Incoterms® 2020), which shall also be the place of performance. Unless otherwise agreed, the seller shall be entitled to determine the method of dispatch (in particular the carrier, route of dispatch and packaging) at its own discretion.
(2) If the buyer is in default of acceptance, fails to cooperate, or if delivery is delayed for other reasons for which the buyer is responsible, the seller is entitled to claim compensation for the resulting loss, including additional expenses. The seller shall charge storage costs amounting to 0.5% of the merchandise value per week, subject to a minimum of EUR 50.00 per week. The right to claim compensation for further additional expenses (Section 304 of the German Civil Code (BGB)) is reserved. The buyer is entitled to prove that the seller has incurred no loss at all or only a significantly lower loss.
§ 5 Prices and Terms of Payment, Late Payment and Costs of Legal Action
(1) Unless otherwise agreed in individual cases, the prices current at the time the contract is concluded shall apply. All prices are quoted in euros plus statutory value added tax.
(2) Invoices are due for payment immediately from the invoice date without any deduction.
(3) During the period of default, interest shall be charged on the invoice amount at the applicable statutory rate of interest for late payment in accordance with Section 288 of the German Civil Code (BGB). The seller reserves the right to claim further damages arising from the default.
(4) If the buyer is in default, the seller is entitled to take appropriate legal action and, in particular, to instruct a debt collection agency or a solicitor to enforce the claim. The buyer shall bear everything incurred in the course of legal proceedings (including, but not limited to, reminder fees, debt collection costs and lawyers’ fees). The foregoing shall also apply in the event that the buyer has its seat abroad.
(5) The buyer shall only be entitled to rights of set-off or retention to the extent that their claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s rights, in particular those under Section 8(6), second sentence, of these General Terms and Conditions of Sale, shall remain unaffected.
(6) If, after conclusion of the contract, it becomes apparent that the seller’s claim to the invoice amount is at risk due to the Buyer’s inability to pay (e.g. due to an application for the opening of insolvency proceedings), the seller shall be entitled, in accordance with the statutory provisions, to refuse performance and – where applicable, after setting a deadline – to withdraw from the contract. In the case of contracts for the manufacture of non-replaceable goods (custom-made items), the seller may declare withdrawal with immediate effect; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
§ 6 Price Adjustment
(1) The seller is entitled to make an adaptation of the agreed prices retrospectively insofar as the cost factors underlying the price calculation change significantly after the conclusion of the contract. The following are considered to be relevant cost factors in particular:
a) prices of materials and raw materials, insofar as these account for a significant proportion of the goods’ production cost;
b) Wages and salaries, as well as staff costs;
c) Energy costs;
d) Exchange rates, insofar as the goods or their intermediate products are purchased in foreign currency;
e) Taxes, duties and public levies that directly affect the manufacture or distribution of the goods.
(2) The price adjustment shall be made in line with the actual change in costs. Where several cost factors change, the individual changes shall be added together.
(3) The seller is obliged, upon request, to provide the buyer with evidence of the change in costs and the calculation of the new prices. The calculation must be transparent and verifiable. Evidence may be provided by submitting relevant price lists, index trends or relevant market reports.
(4) Where the cost factors referred to in paragraph 1 change demonstrably and significantly in the seller’s favour, the seller is obliged to reduce the prices accordingly. A price reduction shall take place under the same conditions and in accordance with the same calculation method as a price increase.
(5) The buyer must be notified of a price increase in writing at least 3 weeks before the intended date on which it is to take effect. The notification must state the amount of the price increase, the reasons for it and the date on which it takes effect. Price increases shall only take effect if they are announced in compliance with this notice period.
(6) In the event of a price increase of more than 10 per cent of the originally agreed price, the buyer is entitled to terminate the contract with two weeks’ notice from the date on which the price increase takes effect. The right of termination must be exercised no later than the date on which the price increase takes effect. The notice of the price increase must note this right of termination.
(7) A price adjustment is excluded for orders that were already bindingly placed prior to receipt of the notice of the price increase and for which delivery is due to take place within 4 months of the conclusion of the contract. This restriction does not apply to continuing performance contracts and framework supply contracts.
§ 7 Electronic invoicing (e-invoicing)
(1) The seller is required by law to issue invoices in electronic form (e-invoices) in accordance with the statutory requirements.
(2) E-invoices shall be sent either by email to the email address provided by the buyer or via an electronic platform provided by the seller. The buyer undertakes to provide a valid email address and to notify the seller of any changes without delay.
(3) E-invoices are generated by the seller in the structured XRechnung format. The buyer confirms that they have the technical capability to receive and process electronic invoices.
(4) If the buyer discovers any errors or omissions in the e-invoice, they must inform the seller immediately, at the latest within 5 working days of receipt of the invoice, in writing (e.g. by email), and specify the positions in question. In the case of justified corrections attributable to errors on the part of the seller, the payment deadline shall be extended by the period between the notification of the objection and receipt of the corrected invoice.
(5) The e-invoice shall be deemed to have been received as soon as it enters the buyer’s control (in the case of email: receipt on the buyer’s mail server). The payment period begins upon receipt of the invoice.
(6) At the buyer’s request, the seller shall issue the invoice alternatively in PDF format or on paper. There is no entitlement to paper invoices. The seller may charge a reasonable processing fee for the preparation and dispatch of paper invoices.
(7) By placing an order, the buyer consents to electronic invoicing.
§ 8 Retention of Title
(1) The seller retains title to the goods sold until all claims – including future claims – arising from the business relationship with the buyer (including all ancillary claims such as interest) have been settled in full (hereinafter ‘goods subject to retention of title’). If a current account agreement has been concluded with the buyer, the retention of title shall remain in force until the recognised current account balance has been settled in full.
(2) In the event that cash payment or payment in advance has been agreed, title shall pass in full to the buyer upon delivery.
(3) The buyer is obliged to treat the goods subject to retention of title with due care and, in particular, to insure them adequately at replacement value at their own costs.
(4) The buyer is entitled to resell or further process the goods subject to retention of title, including mixing and blending them, in the ordinary course of business.
(5) The buyer hereby assigns to the seller, with immediate effect, all claims arising from the resale or further workmanship of the goods subject to retention of title, or from any other legal basis (e.g. in the event of workmanship in a factory, in the event of an insurance claim or in the event of tortious acts), including the purchase price, remuneration for work or other claims, including the acknowledged balance under a current account agreement, amounting to the invoice value of the goods subject to retention of title; the seller hereby accepts this assignment. The assignment of claims pursuant to the first sentence serves to secure all claims – including future ones – arising from the business relationship with the buyer.
(6) The buyer is entitled, on a revocable basis, to collect the assigned claims on behalf of the seller in its own name. This authorisation to collect may only be revoked if the buyer fails to meet its payment obligations properly. Upon the seller’s request, the buyer must, in such a case, provide the information necessary for collection regarding the assigned claims and make the relevant documents available.
(7) In the event of attachment, seizure, damage and/or loss of the goods subject to retention of title, the buyer must inform the seller immediately; a breach of this obligation gives the seller the right to withdraw from the contract. The buyer shall bear all costs incurred, in particular in the context of a third-party objection action, to successfully set aside an attachment and, where applicable, to successfully recover the goods subject to retention of title, insofar as these costs cannot be recovered from third parties.
(8) Should the buyer suspend payments, apply for the opening of insolvency proceedings in respect of the buyer’s assets, or should the goods subject to retention of title be seized, the right to resell or further process the goods subject to retention of title and to collect the assigned claims shall lapse. Any payments received thereafter in respect of the assigned claims must be credited immediately to a separate account.
(9) The seller undertakes to release the security to which the buyer is entitled, at the buyer’s request, to the extent that the realisable value of the security exceeds the claims to be secured by more than 10%, not merely on a temporary basis. The aforementioned coverage limit of 110% shall be elevated by the amount of value added tax incurred by the seller upon the realisation of the security goods, arising from a delivery subject to value added tax by the buyer to the seller. The buyer is also entitled to demand the release of security if the estimated value of the goods transferred as security exceeds 150% of the claim to be secured. The choice of which security is to be released rests with the seller.
(10) If the seller has validly withdrawn from the contract, the seller is entitled to take back the goods subject to retention of title, provided that notice of such repossession has been given with due notice. The costs arising from the exercise of the right of repossession, in particular transport costs, shall be borne by the buyer. The seller is entitled to realise the value of the goods subject to retention of title that have been taken back and to satisfy their claims from the proceeds, provided that the seller has given reasonable prior notice of such realisation. Should the proceeds exceed the open claims arising from the contractual relationship, this surplus shall be returned to the buyer.
§ 9 The Buyer’s Claims for Defects
(1) The statutory provisions shall apply to the buyer’s rights in the event of material defects and defects of title (including incorrect or short deliveries), unless otherwise specified below.
(2) Nature of the goods and manufacturing-related variations:
a) Textile products
In the case of textile products, minor variations – particularly in colour – between individual production batches, as well as colour changes caused by intense sunlight, are due to the manufacturing process or external factors.
b) Aluminium parts
In the case of anodized or coated aluminium parts, particularly profiles, colour differences are due to the organic colouring agents used and are inherent to the manufacturing process.
c) Wood and other natural products
In the case of natural products, particularly wood, variations in colour and grain are inherent to the material.
The phenomena described under points (a) to (c) do not constitute a material defect.
(3) The seller is permitted to make commercially standard and/or technically unavoidable modifications to the written descriptions of the products offered, as documented by the seller, for example with regard to colour, weight, finish or design, particularly in the textile sector. Parts subject to wear and tear are excluded from claims for defects once the goods have been put into use.
(4) Where the quality has not been agreed, the existence or otherwise of a defect shall be assessed in accordance with statutory provisions. The seller accepts no liability for public statements made by third parties (e.g. advertising claims).
(5) In the event of recourse against suppliers in the supply chain following final delivery of the goods to a consumer, the mandatory statutory provisions shall always apply, but only to the extent that the buyer has not entered into any agreements with its customer that go beyond the statutory claims for defects. Such claims are excluded if the defective goods have been further processed by the buyer or another trader into a new movable item, e.g. through installation on another product.
(6) The buyer’s claims for defects are subject to the condition that they have fulfilled their statutory obligations to inspect the goods and give notice of defects. If a defect becomes apparent during the inspection or at a later date, the seller must be notified of this immediately in writing. Notice shall be deemed to have been given immediately if it is provided within eight days; for the purpose of meeting this deadline, timely dispatch of the notice shall suffice. Irrespective of this obligation to inspect and give notice of defects, the buyer must notify the seller of obvious defects (including incorrect or short deliveries) without delay in writing; here too, timely dispatch of the notification is sufficient to meet the deadline. If the buyer fails to carry out a proper inspection and/or to give notice of defects, the seller’s liability for the unreported defect is excluded. In the case of recognisable defects, claims are excluded if workmanship on the goods has already commenced. Non-recognisable defects must be reported immediately upon their discovery.
(7) In the event of justified complaints for which the seller is responsible, the seller shall either replace the goods or remedy the defect in the most cost-effective manner.
(8) The seller is entitled to make the required remedial action conditional upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price commensurate with the defect.
(9) The buyer must give the seller the time and opportunity required for the remedial action owed, in particular by handing over the goods subject to complaint for inspection. In the event of a replacement delivery, the buyer must return the defective goods to the seller in accordance with statutory provisions. Remedial action does not include either the removal of the defective goods or their reinstallation, if the seller was not originally obliged to carry out the installation.
(10) In the event of the rectification of an actual defect, the seller is obliged to bear everything necessary for the purpose of rectifying the defect, but only transport, travel, labour and material costs, provided that these are not increased by the fact that the goods have been moved to a location other than the place of performance. However, if a request by the buyer for the rectification of a defect proves to be unjustified, the seller may claim the costs incurred as a result from the buyer.
(11) In urgent cases, e.g. where operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect themselves and to demand that the seller reimburse the expenses objectively necessary for this. The seller must be notified of such self-remedy without delay, if possible in advance. The right to carry out the remedy oneself does not apply if the seller would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.
(12) If the subsequent performance has failed, or if a reasonable period to be set by the buyer for subsequent performance has expired without success or is dispensable under the statutory provisions, the buyer may withdraw from the contract of sale or reduce the purchase price. However, there is no right of withdrawal in the case of a minor defect.
(13) The buyer’s claims for damages or reimbursement of futile expenses, including loss of gain or other financial losses suffered by the buyer, shall only arise in accordance with § 10 and are otherwise excluded.
§ 10 Other Liability
(1) Unless otherwise provided for in these General Terms and Conditions of Sale, including the following provisions, the seller shall be liable for any breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) The seller shall be liable without limitation
a. in cases of wilful misconduct and gross negligence
b. for damage to life, limb or health
c. under the Product Liability Act
d. in the event of fraudulent concealment of defects
e. where guarantees have been given
(3) In the event of slight negligence, the seller shall only be liable for breaches of material contractual obligations (cardinal obligations). Liability is then limited to the foreseeable damage typical for this type of contract.
(4) Liability for claims arising from material defects remains unaffected.
(5) In the event of a breach of duty that does not constitute a defect, the buyer may only withdraw from the contract or terminate it if the seller is responsible for the breach of duty. The buyer’s right to terminate the contract at will is excluded. In all other respects, the statutory requirements and legal consequences apply.
§ 11 Limitation period
The statutory limitation period shall apply.
§ 12 Choice of Law and Jurisdiction
These General Terms and Conditions of Sale and all legal relationships between the seller and the buyer shall be governed by the law of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
If the buyer is a trader 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 or indirectly from the contractual relationship shall be the seller’s registered office. However, the seller is also entitled to bring proceedings at the buyer’s general place of jurisdiction.
§ 13 Credit Reference Agencies
Prior to the conclusion of an contract and on a regular basis during an existing continuing contractual relationship or business relationship, the seller shall transmit general company details of the buyer, such as the company name and address, to credit reference agencies, which shall cross-reference this data against their own databases in order to assess the buyer’s creditworthiness and provide the seller with a corresponding credit report. The seller will also transmit data concerning the contractual relationship and its performance, whether in accordance with the agreement or not, to these credit reference agencies and their payment history database. The credit reference agencies store this data and, where necessary, transmit it to their contractual partners within the EU single market in order to provide them with information for assessing the buyer’s creditworthiness. The buyer may obtain information directly from the credit reference agencies regarding the data held about them.
§ 14 Severability clause
Should any individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the relevant statutory provision.
erfal GmbH & Co. KG
Gewerbering 8
08223 Falkenstein
Germany
Website: www.erfal.de
Email: info@erfal.de
Telephone: +49 3745 / 750 0
Last updated: June 2026