1.1 These General Terms and Conditions of Sale apply to all business relationships between Tacke + Lindemann GmbH (“Seller,” “We” or “Us”) and its customers (“Buyer”). The General Terms and Conditions of Business apply only if the Buyer is an entrepreneur (Section 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law.
1.2 The General Terms and Conditions of Business apply, in particular, to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether or not We manufacture the Goods ourselves or purchase them from Suppliers (Sections 433, 650 BGB). Insofar as nothing to the contrary is agreed, the General Terms and Conditions of Business valid at the time of the Buyer’s order or, in any case, as stated in the version last communicated to the Buyer in text form, shall also apply as a framework agreement for similar future contracts without Us being required to refer to them again in each individual case.
1.3 Our General Terms and Conditions of Business apply exclusively. Any varying, contrary or supplementary General Terms and Conditions of Business of the Buyer shall only become an integral part of the contract if and to the extent that We have expressly agreed to their validity. This consent requirement applies in all cases, for example including if We deliver unconditionally to the Buyer in the knowledge of the Buyer’s General Terms and Conditions of Business.
1.4 Individual agreements entered into with the Buyer in individual cases (including subsidiary agreements, supplementary information and amendments) shall, in all cases, take precedence over these General Terms and Conditions of Business. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
1.5 Legally relevant statements and notifications by the Buyer in relation to the contract (e.g. setting deadlines, notification of defects, withdrawal or reduction) are to be issued/made in writing, i.e. in written or text form (e.g. letter, e-mail, fax or message via a messenger service that We use). This does not affect legal formal requirements and additional proof, in particular in cases of doubt in respect of the legitimacy of the person making a statement. Insofar as We offer the option of communicating via messenger services for order and contract processing and for other enquiries, the Buyer shall be responsible for ensuring that it meets, or its employees meet, the necessary legal requirements, i.e. that the messenger service may, in particular, be used for business communication.
1.6 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall, therefore, apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions of Business.
1.7 Tacke + Lindemann GmbH has its registered office in Dortmund.
2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), cost estimates, other product descriptions, or documents—including in electronic form—to which we reserve ownership rights and copyrights.
2.2 The order of the goods by the buyer is considered a binding contractual offer and must be made in writing, i.e., in written or text form (e.g., letter, email, fax, message via a messenger service used by us). Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.
2.3 Acceptance can be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the buyer.
2.4 Our sales staff are not authorized to make verbal side agreements or assurances that go beyond the content of the order confirmation, these General Terms and Conditions, or a written contract.
3.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. If shipment has been agreed, the delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with the transport.
3.2 If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time notify them of the expected new delivery period. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; and we will immediately reimburse any consideration already paid by the buyer. In this context, non-availability of the service shall include, in particular, late delivery by our supplier, if we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in individual cases.
3.3 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required.
3.4 In the event of delivery disruptions due to force majeure or unforeseeable circumstances (operational disruptions, strikes, etc.), we shall be entitled to postpone the delivery date by a reasonable period of time. No delay shall occur during the extended delivery period.
3.5 The rights of the buyer pursuant to Section 10 of the General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
4.1 Delivery shall be made from our warehouse, which shall also be the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourselves.
4.2 If collection from the warehouse has been agreed, it is the sole responsibility of the buyer or the carrier commissioned by the buyer to load the goods properly and secure them appropriately for transport. If our employees assist with the loading of the goods, they act exclusively on the instructions, at the risk and peril of the buyer and thus as vicarious agents of the buyer and not of the seller. The buyer is responsible for securing the load properly in all cases. Our employees are free to refuse to assist with loading in cases where they believe that proper and safe transport cannot be carried out under the conditions created by the buyer.
4.3 We are entitled to make partial deliveries to a reasonable extent. A partial delivery shall be deemed reasonable in particular if (i) the partial delivery is usable for the buyer within the scope of the contractual purpose, (ii) the delivery of the remaining ordered goods is ensured, and (iii) this does not result in significant additional expense or additional costs for the buyer (unless the seller agrees to bear these costs).
4.4 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.
4.5 If the buyer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we charge a flat-rate compensation of 0.5% of the invoice amount per calendar week, starting with the delivery period or, in the absence of a delivery period, with the notification that the goods are ready for shipment, up to a maximum of 5% of the invoice amount. In the event of final non-acceptance of the goods, we shall charge a flat rate of 10% of the invoice amount. The buyer shall be entitled to prove that we have incurred no damage or only significantly less damage than the above flat rate. The proof of higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; but the flat rate shall be offset against further monetary claims.
4.6 If, in the case of an order on call, the buyer does not declare the call to us within the agreed period, we shall be entitled to deliver the goods subject to a notice period of two weeks. The invoice shall be issued on the basis of the prices valid on the day of delivery. If we do not exercise our right to deliver the goods within a notice period, we shall be entitled to withdraw from the contract after setting a fruitless deadline with a threat of rejection and to claim damages for non-performance.
5.1 Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex warehouse, plus statutory sales tax and plus the costs for surcharges, packaging, and shipping.
5.2 If the prices applicable to the goods are adjusted by us due to relevant costs for price calculation, the buyer will receive an updated price list from us for future orders. The relevant costs for price calculation are, in particular, the procurement costs of the goods to be delivered and changes in sales tax.
5.3 Any discounts, sales and freight allowances granted shall be forfeited if the customer is in default of payment of invoices issued by us or in the event of insolvency proceedings against its assets.
5.4 In the case of sale by delivery (Section 4.1 of the General Terms and Conditions), the buyer shall bear the costs of shipment from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.
5.5 The purchase price shall be paid in accordance with the terms and conditions of an individually agreed framework agreement between us and the buyer or in accordance with the individually agreed customer master sheet for the buyer. If no individual terms and conditions have been agreed, the purchase price shall be due within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
5.6 Upon expiry of the above payment period, the buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default. Our claim to commercial interest on arrears (§ 353 HGB) against merchants remains unaffected.
5.7 The buyer shall only be entitled to set-off or retention rights insofar as their claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counterclaims, in particular in accordance with Section 8.4 sentence 2 of these General Terms and Conditions, remain unaffected.
5.8 If, after conclusion of the contract, it becomes apparent (e.g., through an application to open insolvency proceedings) that our claim to the purchase price is at risk due to the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
6.1 We retain title to the goods sold ("reserved goods") until all our current and future claims arising from an order (purchase contract) have been paid in full.
6.2 The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties have access (e.g., seizures) to the goods subject to retention of title.
6.3 If the buyer acts in breach of contract, in particular by failing to pay the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods subject to retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled to demand only the return of the goods subject to retention of title and to reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
6.4 Until revoked in accordance with Section 6.4 (e) of the General Terms and Conditions, the buyer is authorized to resell the goods subject to retention of title in the ordinary course of business, provided that they are not in default of payment, or to process them. In these cases, the following provisions shall apply in addition:
(a) The resale of goods subject to retention of title is only permitted in the ordinary course of business and only on condition that the buyer receives payment from its customer or makes the reservation that ownership is only transferred to the customer once the latter has fulfilled its payment obligations.
(b) The retention of title extends to the full value of the products created by processing, mixing, or combining our reserved goods, whereby we are considered the manufacturer. If, in the event of processing, mixing, or combining with third-party goods, their ownership rights remain in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined reserved goods. In all other respects, the same shall apply to the resulting product as to the reserved goods.
(c) The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods subject to retention of title or the product, either in full or in the amount of our possible co-ownership share in accordance with section 6.4 (b) of the General Terms and Conditions, including all balance claims from current accounts. We accept the assignment. The obligations of the buyer specified in clause 6.2 of the General Terms and Conditions shall apply mutatis mutandis with regard to the assigned claims.
(d) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets their payment obligations to us, there is no deficiency in their ability to pay, and we do not assert our retention of title by exercising a right in accordance with Section 6.3 of the General Terms and Conditions. However, if this is the case, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. In addition, we shall be entitled in this case to revoke the buyer's authority to resell and process the goods subject to retention of title.
(e) If there is good cause, in particular in the event of default in payment, suspension of payments, the opening of insolvency proceedings, bill protest, or justified indications of over-indebtedness or imminent insolvency on the part of the buyer, we shall be entitled to revoke the buyer's collection authorization. In addition, after giving prior notice and observing a reasonable period of notice, the supplier may disclose the assignment of security, realize the assigned claims, and demand that the buyer disclose the assignment of security to the customer.
(f) If the realizable value of the collateral exceeds our claims by more than 10%, we shall release collateral of our choice at the buyer's request.
6.5 The buyer undertakes to treat the goods subject to retention of title with care, to store them separately, and to mark them as goods subject to retention of title belonging to the seller. The buyer also undertakes to insure the goods subject to retention of title at his own expense against fire, water, and theft damage at their replacement value. If maintenance and inspection work is necessary, the buyer undertakes to carry it out in good time at his own expense.
6.6 If the buyer is entitled to make partial payments on the basis of an individual agreement with the seller and defaults on the payment of at least two consecutive installments of the remuneration or at least 10% of the partial payment price, in particular if a check or bill of exchange is not honored or if the buyer suspends payments, the seller is entitled to set him a deadline of two weeks in writing for payment of the outstanding installments, combined with the threat that, after this deadline has expired without result, the future installments due will become immediately due. In this case, the seller will set the customer a reasonable deadline for payment of the entire amount.
7.1 If we order goods for and on behalf of the buyer in our own name ("consignment goods"), the buyer must confirm our offer within three business days of receiving it (order confirmation in writing in accordance with Section 126b of the German Civil Code (BGB)). We shall order the commission goods in accordance with the order confirmation issued by the buyer and shall store them for the buyer upon receipt in our warehouse.
7.2 We shall inform the buyer immediately upon receipt of the commission goods in our warehouse (notification in text form in accordance with § 126b BGB). Notwithstanding Section 5.5 of the General Terms and Conditions, the purchase price for the commission goods is due immediately upon storage with us. The buyer is obliged to collect the commission goods received by us in accordance with the order confirmation issued by them and to pay the purchase price.
7.3 The provisions of Section 6 of the General Terms and Conditions do not apply to commission goods. The buyer shall become the sole owner of the commission goods ordered by the buyer through us and stored by us for the buyer.
7.4 If the buyer does not collect the commission goods within four weeks of notification, we shall ship the commission goods to the delivery address specified by the buyer in the order confirmation at the buyer's expense. If the purchase price due is not paid within the payment period specified in the invoice issued, clause 5.5 of the General Terms and Conditions shall apply accordingly.
7.5 We shall recognize and account for the revenue from the commission goods at the time of receipt in our warehouse and at the time of transfer of ownership to the buyer as revenue in accordance with IFRS 15. IFRS 15 is an International Financial Reporting Standard (IFRS) issued by the International Accounting Standards Board (IASB) that provides guidance on accounting for revenue from contracts with customers.
8.1 Unless otherwise specified below, the statutory provisions shall apply to the buyer's rights in the event of material defects and defects of title (including incorrect and short delivery).
8.2 If the delivered item is defective, we may initially choose between subsequent performance by remedying the defect (repair) or delivery of a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in individual cases, the buyer may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
8.3 We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
8.4 The buyer must give us the time and opportunity necessary for subsequent performance, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions; however, the buyer has no right to return the goods.
8.5 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request for rectification of defects (in particular testing and transport costs) if the buyer knew or was negligently unaware that there was in fact no defect.
8.6 If a reasonable deadline set by the buyer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.
8.7 Claims by the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with Section 10 of the General Terms and Conditions and are otherwise excluded.
9.1 The buyer must inspect the delivered goods immediately after handover by the seller, insofar as this is feasible in the ordinary course of business, and notify us immediately if a defect is found. This notification must be made in writing. The buyer has the same obligation to inspect and give notice of defects with regard to quantity deviations. If the buyer fails to notify us, the delivered goods shall be deemed to have been approved, unless the defect was not apparent during the inspection.
9.2 If such a defect becomes apparent later, written notification must be made immediately after discovery; otherwise, the goods shall be deemed to have been approved even in view of this defect.
9.3 The buyer bears the burden of proof for the defect, the time of discovery of the defect, and the timeliness of the notification of defects.
9.4 In addition, the buyer is obliged to notify us in writing of any other breach of contract caused by us immediately after its discovery, unless we are already aware of it or should be aware of it. If the buyer fails to comply with this obligation to give notice of defects, they cannot derive any rights from this breach of contract.
10.1 Insofar as nothing to the contrary arises from these General Terms and Conditions of Business, including the following provisions, We shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
10.2 We shall be liable for damages – regardless of the legal basis – as part of liability for negligence in cases of intent and gross negligence. In cases of simple negligence, We shall only be liable, subject to statutory liability restrictions (e.g. diligence in our own affairs; insignificant breach of duty), for:
(a) Damage resulting from loss of life, physical injury or detrimental effects on health,
(b) Damage resulting from the breach of an essential contractual obligation (an obligation fulfilment of which is essential for the proper execution of the contract and on fulfilment of which the contracting party regularly relies and may rely). However, in such a case, our liability is limited to compensation for foreseeable, typically occurring, damage.
10.3 The liability limitations resulting from Section 10.2 of the General Terms and Conditions of Business shall also apply to third parties and in the event of breaches of duty by persons (including for their benefit) for whose fault We are responsible in accordance with statutory provisions. They do not apply if a fault has been fraudulently concealed or a guarantee has been given for the quality of the goods. Furthermore, they do not apply to the Buyer’s claims in accordance with the German Product Liability Act.
10.4 The Buyer may only withdraw from the contract or terminate it due to a breach of duty that does not constitute a fault if We are responsible for the breach of duty. The Buyer’s right to arbitrarily terminate the contract (in particular in accordance with Sections 650 and 648 BGB) is excluded. In other respects, the statutory requirements and legal consequences apply.
11.1 Unless otherwise specified below, the mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions.
11.2 Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
11.3 However, if the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period shall be five years from delivery in accordance with the statutory provision (§ 438 (1) No. 2 BGB). Other special statutory provisions on the limitation period (in particular § 438 (1) No. 1, (3), §§ 444, 445b BGB) remain unaffected.
11.4 The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the buyer pursuant to Section 10.2, sentences 1 and 2 (a) of these General Terms and Conditions and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.
13.1 These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
13.2 The exclusive place of jurisdiction, including for international disputes, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Dortmund. However, we are also entitled to bring legal action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the buyer's general place of jurisdiction.
In the event that a provision is or becomes invalid, this shall not affect the validity of the other provisions of these General Terms and Conditions of Business. In the event that a provision is invalid, the statutory regulation shall apply. This also applies in the event of a regulatory omission.
Status: May 2025
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