terms and conditions

General Terms and Conditions of CEYLAN GmbH

These General Terms and Conditions apply to all purchases and sales by CEYLAN GmbH from/to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. Part A (General Terms and Conditions of Sale and Delivery, AVLB) applies when CEYLAN sells or delivers goods and is therefore the seller or supplier. Part B (General Terms and Conditions of Purchase, AEB) applies when CEYLAN purchases goods or services similar to work and service contracts and is therefore the buyer. Part C (General Terms and Conditions of Delivery for Internet Sales) applies to the exclusive distribution of CEYLAN goods or services via the Internet. In case of doubt and in addition to Parts B and C, the provisions of Part A apply.

Any deviating terms and conditions of the customer shall only apply with the express written consent of CEYLAN. The General Terms and Conditions shall also apply to future transactions of the same type.

Individual contracts and order confirmations take precedence, followed by specifications and service descriptions. These General Terms and Conditions are subordinate, followed by offers and cost estimates. CEYLAN may amend these General Terms and Conditions at any time without giving reasons. The amendments shall take effect upon inclusion in the next transaction.

Part A – General Terms and Conditions of Sale and Delivery

§ 1 Offer and conclusion of contract

(1) Offers made by CEYLAN are subject to change.

(2) Orders placed by the customer are binding and can be accepted within seven business days by means of a written order confirmation or by delivery or collection.

(3) Dimensions and weights are approximate values in line with standard commercial practice, unless they are expressly designated as binding.

§ 2 Customer's obligations to cooperate and provide assistance

The customer shall, in good time and at its own expense, create all conditions necessary for proper delivery, performance of services, and any agreed assembly or installation. This includes, in particular, ensuring suitable access and unloading facilities, the timely provision of all necessary information, documents, data, and access, as well as other cooperation and provision services.
The customer shall ensure that all cooperation and provision of materials and services are provided in full, on time, to the agreed extent, and in a form that can be used by CEYLAN.

If cooperation is not provided in whole or in part, or if it is not provided on time or in the agreed manner, the customer shall bear all consequences arising or incurred as a result, in particular delays, deadline extensions, additional expenses, waiting times, downtime costs, return trips, and other additional costs.

Agreed performance or delivery deadlines shall be extended appropriately by the period during which CEYLAN is prevented from performing in accordance with the contract due to the customer's failure to cooperate or insufficient cooperation. Further legal or contractual claims by CEYLAN remain unaffected.
It is the customer's responsibility to check delivered goods, materials, or other services for their suitability for the intended purpose before processing or using them. This also applies if samples, test specimens, or advance versions have been provided to the customer in advance.
Unless expressly agreed otherwise in writing, assembly or installation shall be carried out by the customer on their own responsibility. The customer must observe and implement the assembly, installation, or operating instructions provided by CEYLAN. Any necessary connections to electricity, gas, water, or other supply networks, as well as safety-related settings during commissioning, must be carried out exclusively by authorized specialist companies.
If CEYLAN has exceptionally agreed to carry out assembly or installation in individual cases, the customer must ensure that all necessary preparatory work, in particular construction or preparatory work, has been completed to such an extent by the agreed assembly date that unhindered execution is possible. This includes, in particular, ensuring that the necessary supply lines have been routed to the intended installation or assembly site on site.
If structural conditions, in particular openings, access points, or passageways, prove to be insufficient for the transport of assembly parts, tools, or lifting equipment, the customer shall bear all costs incurred or arising as a result. This includes, in particular, costs for necessary structural adjustments, dismantling of parts, and any resulting downtime, waiting times, or periods of inactivity.
The customer shall provide CEYLAN with the necessary infrastructure free of charge for the duration of an agreed assembly or installation. This includes, in particular, electricity, water, heating, lighting, and suitable, lockable rooms for storing tools and materials, as well as the necessary equipment or lifting gear for transporting heavy objects.
If the customer provides CEYLAN with data or data carriers, or if data stored on the customer's systems is to be processed, the customer must ensure that this data is complete, reproducible, technically sound, and free of malware. If the customer violates this obligation, they shall compensate CEYLAN for all resulting damages and indemnify it against third-party claims, unless the cause lies outside the customer's sphere of control and organization.

(10) The customer shall ensure that CEYLAN has access to up-to-date and accurate customer data at all times, in particular address and contact details.

§ 3 Delivery, shipping, transfer of risk

Unless otherwise agreed, delivery shall be ex works or ex warehouse in accordance with EXW Incoterms. The customer shall collect the goods within five working days of their readiness for collection.
If the goods are not collected, CEYLAN may store them and charge 1 percent of the net order value per calendar day as storage fees.
If the customer requests shipping, delivery will be made to the curb. Unloading is the responsibility of the customer.
The risk is transferred upon handover to the carrier or during loading. Transport insurance is provided at the customer's request and expense.
CEYLAN shall determine the type of packaging at its reasonable discretion. Euro pallets must be exchanged, otherwise CEYLAN may charge the replacement value.

(6) Partial deliveries are permissible provided that the remaining delivery is secured and the customer does not suffer any unreasonable disadvantages.

§ 4 Deadlines and force majeure

Delivery times are non-binding unless they are expressly designated as binding.
In cases of force majeure, in particular natural disasters, war, terrorism, pandemics, strikes, or official orders, obligations shall be suspended for the duration of the disruption and deadlines shall be extended accordingly.

(3) If the disruption lasts longer than eight weeks, both parties may withdraw from the contract with regard to the affected part.

§ 5 Transport damage, inspection, and notification of defects in accordance with § 377 HGB (German Commercial Code)

The customer shall inspect the goods immediately and report any defects without delay, at the latest within five calendar days of delivery.
Hidden defects must be reported immediately after discovery.

(3) Transport damage must be reported to the carrier upon delivery, confirmed in writing, and reported to CEYLAN at the same time with photographic documentation.

§ 6 Prices, minimum order value, payment, and default

Prices are net ex works plus statutory sales tax. The minimum order value is €30.00 net; orders below this amount are subject to a minimum quantity surcharge of €10.
Invoices are due for payment within ten days.
Interest on arrears is nine percentage points above the base rate. Return debit and bank charges are borne by the customer.
If the payment claim is at risk, CEYLAN may revoke payment terms and demand advance payment.
Unless the customer specifies otherwise, payments shall be allocated to costs, interest, and finally to the oldest principal claims.

(6) Offsetting and retention are only permissible in the case of undisputed, legally established or ready for decision counterclaims.

§ 7 International deliveries and sales tax

For intra-Community deliveries, the customer shall provide a valid VAT identification number and submit confirmation of arrival or equivalent proof. Otherwise, CEYLAN may charge VAT.
For exports outside the European Union, the customer shall bear any customs duties, taxes, fees, and necessary permits.
If there are tax risks due to the customer's place of residence or missing, incomplete, or dubious information, CEYLAN is entitled to make the delivery or service dependent on an advance payment or the provision of appropriate security.

§ 8 Retention of title

CEYLAN retains ownership of all delivered goods until all current and future claims arising from the business relationship with the customer have been paid in full. The retention of title also extends to recognized balances, insofar as claims by CEYLAN are included in current accounts.

(2) The customer is obliged to treat the goods subject to retention of title with care and to insure them adequately at their replacement value against theft, breakage, fire, water damage, and other usual risks at their own expense. The customer hereby assigns to CEYLAN any claims against the insurer in the amount of the value of the goods subject to retention of title as security. CEYLAN accepts this assignment.

(3) The customer may neither pledge the goods subject to retention of title nor assign them as security. The customer must notify CEYLAN immediately in writing of any access by third parties, in particular seizures or other impairments of CEYLAN's rights, and provide CEYLAN with all information and documents necessary for legal action.

Any processing or transformation of the goods subject to retention of title shall always be carried out for CEYLAN as the manufacturer within the meaning of § 950 BGB (German Civil Code), without obligating CEYLAN. If the reserved goods are processed, combined, or mixed with other items not belonging to CEYLAN, CEYLAN shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the value of the other processed or combined items at the time of processing or combination. The customer shall hold the resulting sole or co-ownership for CEYLAN free of charge.
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to CEYLAN all claims arising from the resale of the goods subject to retention of title in full, including all ancillary rights. This applies regardless of whether the goods subject to retention of title are resold unprocessed or after processing. If the goods subject to retention of title are sold together with other goods, the assignment shall be made proportionally to the invoice value of the goods subject to retention of title. CEYLAN accepts the assignment.
The customer remains entitled to collect the assigned claims until revoked. CEYLAN is entitled to revoke the collection authorization in the event of default in payment, significant deterioration in the customer's financial circumstances, or any other threat to the claims. In this case, CEYLAN is entitled to disclose the assignment and collect the claim itself. The customer is obliged to provide CEYLAN immediately with the information necessary to assert the assigned claims and to hand over the relevant documents.
In the event of breach of contract by the customer, in particular in the event of default in payment, CEYLAN shall be entitled, after setting a reasonable deadline, to withdraw from the contract and demand the return of the goods subject to retention of title. The return of the goods subject to retention of title shall only constitute withdrawal from the contract if CEYLAN expressly declares this.
If the realizable value of the collateral exceeds CEYLAN's secured claims by more than 10 percent, CEYLAN shall be obliged, at the customer's request, to release collateral of its choice to this extent.

§ 9 Warranty

For new goods, a period of twelve months from the transfer of risk applies. For used goods, the warranty is excluded.
Claims shall not be accepted in particular in cases of improper use, operating errors, interference by unauthorized third parties, faulty installation, inadequate maintenance, unsuitable operating conditions, natural wear and tear, or corrosion. Wear parts such as seals, thermocouples, glass, ceramics, porcelain, and fireclay are excluded.
CEYLAN shall choose the type of subsequent performance between repair and replacement. Two attempts are normally required.
No new warranty period shall commence for parts that have been replaced or repaired as part of subsequent performance.
The place of subsequent performance is Essen. The customer shall send the goods to CEYLAN carriage paid and, if the complaint is justified, shall be reimbursed for the usual costs of the cheapest shipping method.

§ 10 Liability

CEYLAN shall be liable without limitation in cases of intent and gross negligence for life, limb, and health, in accordance with the Product Liability Act, and in cases of warranty.
In the event of a slightly negligent breach of essential contractual obligations, CEYLAN's liability shall be limited to the foreseeable damage typical for this type of contract. The amount of liability per claim shall be limited to the net order value of the order concerned. Otherwise, liability is excluded.

§ 11 Returns, RMA, Non-acceptance, and Recycling

Returns require an RMA number, which must be requested from CEYLAN.
Returns outside the warranty period will only be accepted by agreement and subject to a processing fee of 15 percent, minimum $25.00, as well as reimbursement of transport and testing costs. This is subject to the product being in its original, unused packaging and approval by CEYLAN.
CEYLAN may dispose of unreclaimed repair or warranty goods after setting a deadline. The proceeds will be credited after deduction of expenses.

§ 12 Technical progress and tolerances

CEYLAN may make reasonable design and model changes.
Standard deviations that do not impair usability shall be deemed to be in accordance with the contract.

§ 13 Confidentiality and protection of know-how

Confidential information must be kept secret and used exclusively for the purpose of fulfilling the contract.
Reverse engineering is not permitted unless there are mandatory legal provisions to the contrary.

§ 14 Assignment and transfer of contract

Assignments and transfers require the consent of CEYLAN. Section 354a of the German Commercial Code (HGB) remains unaffected.

§ 15 Data protection and compliance

CEYLAN processes personal data for contract execution in accordance with separate data protection notices.
The customer shall comply with export, customs, sanctions, and anti-corruption regulations.

§ 16 Place of jurisdiction, place of performance, and choice of law

The place of performance is Essen, unless otherwise agreed.
The place of jurisdiction for all disputes is Essen.
German law applies. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
If these terms and conditions are available in multiple languages, the German version shall prevail in the event of any discrepancies or contradictions.

Section 17 Severability clause

The invalidity of individual provisions shall not affect the validity of the remaining provisions.
The invalid provision shall be replaced by a provision that most closely approximates the economic purpose of the invalid provision.

Part B – General Terms and Conditions of Purchase

§ 1 Order and order confirmation

Orders are only binding in written form.
The supplier shall confirm orders in writing within five working days. Later or deviating confirmations shall be deemed a new offer.
The supplier may make reasonable changes to specifications, quantities, packaging, or delivery dates in return for appropriate adjustments to prices and delivery dates.

§ 2 Prices, invoices, and payment

Prices are fixed prices and are quoted DDP at CEYLAN's registered office or at a designated receiving point in accordance with Incoterms, including packaging, transport, insurance, and ancillary costs, unless otherwise agreed.
Payment shall be made, subject to proper delivery and invoicing, within 14 days with a 3 percent discount or within 30 days net.
Invoices must be issued separately for each order, stating the order and item numbers as well as quantities and prices. Incorrect or duplicate invoices shall be deemed not to have been received.

§ 3 Deadlines, default, and contractual penalty

Delivery dates are fixed dates.
The supplier shall immediately report any delays and propose countermeasures.
After issuing a warning, CEYLAN may charge a contractual penalty of 0.3 percent of the net order value for each week of delay, up to a maximum of 5 percent in total. Further rights remain unaffected and the contractual penalty will be offset against damages.

§ 4 Shipping, transfer of risk, and packaging

Delivery is free to the place of receipt in accordance with DDP Incoterms, including unloading.
Risk and transfer of ownership only occur after CEYLAN has inspected the goods upon receipt or accepted them.
The supplier shall use packaging that is suitable for transport and environmentally friendly. Euro pallets must be exchanged, otherwise CEYLAN may deduct the replacement value.
Delivery documents must contain at least the order and item number, batch or lot, net and gross weight, and the number of packages.

§ 5 Quality, receipt of goods, and complaints

The supplier maintains an appropriate quality management system and delivers in accordance with the contract and the law. Upon request, the supplier shall present certificates and test reports.
CEYLAN conducts random checks on identity, quantity, and external transport damage. There are no further inspection obligations.
Hidden defects shall be reported upon discovery. Section 377 of the German Commercial Code (HGB) applies; complaints within ten working days of discovery are sufficient.

§ 6 Warranty and subsequent performance

The warranty period is 24 months from the transfer of risk or acceptance, unless a longer period applies by law or contract.
In the event of defects, CEYLAN may demand subsequent performance, replacement delivery, or a reduction in price, and may withdraw from the contract after the deadline has expired and claim damages.
In urgent cases, particularly in the event of production stoppages, CEYLAN may remedy defects itself or through third parties. The costs shall be borne by the supplier.

§ 7 Product conformity, environment, and safety

The supplier shall comply with all relevant product, environmental, and occupational safety regulations, in particular REACH, RoHS, WEEE, and ElektroG, and shall indemnify CEYLAN upon first request in the event of any violations.

§ 8 Retention of title and assignment

At most, a simple retention of title applies. Extended or expanded reservations are excluded.
Claims against CEYLAN may only be assigned with consent. Section 354a of the German Commercial Code (HGB) remains unaffected.

§ 9 Subcontractors, compliance, and audits

The use of subcontractors requires the approval of CEYLAN.
The supplier complies with sanctions, export, customs, and anti-corruption regulations, as well as human rights and environmental due diligence obligations in the supply chain.
CEYLAN may conduct or arrange for audits to be conducted.

§ 10 Liability and Insurance

The supplier shall be liable in accordance with statutory provisions.
In the event of product liability, he shall indemnify CEYLAN and maintain product liability insurance in line with market conditions. He shall provide proof of this upon request.

§ 11 Third-party property rights

The supplier guarantees that there are no third-party property rights and indemnifies CEYLAN against any corresponding claims.

§ 13 Confidentiality and data

Information provided by CEYLAN must be kept confidential and used only for the purpose of fulfilling the contract.
The supplier processes personal data lawfully in accordance with legal requirements.

§ 14 Place of jurisdiction and choice of law

If these terms and conditions are available in multiple languages, the German version shall prevail in the event of any discrepancies or contradictions.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction is Essen. CEYLAN may also bring claims against the supplier at the supplier's general place of jurisdiction.