Delivery Terms & General Conditions

or purchases from AS WarenHandels GmbH, Veritaskai 8, 21079 Hamburg, Germany ("Company", "we/us") via or in connection with aswh.de. These Terms apply exclusively to business customers (B2B) within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch – BGB). They do not apply to consumers (Sec. 13 BGB).
Last updated: 12 October 2025

1.1 These General Terms and Conditions ("GTC") apply to all quotations, order confirmations, supply agreements and deliveries of goods by the Company to the purchasing party ("Customer").
1.2 The Customer’s general terms and conditions are hereby expressly rejected and shall not become part of the contract unless we expressly agree in writing.
1.3 Individual agreements (including side letters) take precedence over these GTC if confirmed by us in text form (Sec. 126b BGB).

2.1 Our offers are subject to change and availability unless expressly designated as binding.
2.2 Customer purchase orders must specify, at a minimum, the product, quantity, price, and delivery terms. Purchase orders are non‑binding for us until accepted by us.
2.3 An order is deemed accepted only upon our written order confirmation (including email/text form) or issuance of a pro forma invoice.
2.4 Obvious mistakes, printing or calculation errors in offers, order confirmations or invoices may be corrected by us; the Customer will be informed without undue delay.

3.1 Unless otherwise stated, prices are net ex works (EXW, Incoterms® 2020), excluding VAT, customs duties, import/export charges, excise and any other public charges.
3.2 Payment is without deduction or set‑off to the account stated on the invoice, by the due date shown. The Customer may only set off claims that are undisputed or finally adjudicated. Rights of retention may be exercised only if they arise from the same contractual relationship (Sec. 320 BGB).
3.3 We may, at any time prior to delivery, require adequate security or advance payment if, in our reasonable discretion, the Customer’s ability to pay appears at risk (e.g., Sec. 321 BGB – insecurity exception).
3.4 Payment default: If the Customer fails to pay within 5 Business Days after the due date, we may suspend outstanding deliveries or cancel the order; any deposits may be forfeited as liquidated damages to the extent permitted by law. Statutory default interest applies (Sec. 288 BGB).
3.5 Retention of title: Title to the goods remains with us until full payment of all current claims from the business relationship (erweiterter/verlängerter Eigentumsvorbehalt as permitted by German law; Sec. 449 BGB). If payment is not received within 14 calendar days of due date, we may reclaim the goods.
3.6 If we have a well‑founded concern that the Customer will not fulfil payment obligations, we may withhold performance until adequate security is provided and, if not provided, rescind the contract.

4.1 Unless expressly agreed otherwise, delivery is EXW (Incoterms® 2020). Risk passes as per the agreed Incoterms.
4.2 The delivery period starts at the latest on: (i) the date of contract conclusion; (ii) the date we receive all documents/permits/approvals required for delivery; and/or (iii) the date we receive any agreed prepayment or security.
4.3 We may make partial deliveries if reasonable for the Customer.
4.4 Delivery times are based on conditions at contract conclusion and timely self‑supply. In case of changes or delays in self‑supply, delivery time is reasonably extended.
4.5 We are not liable for delays outside our control, including delays by suppliers, carriers or customs.
4.6 Delivery times are non‑binding unless expressly guaranteed. Claims for damages due to late or non‑delivery are excluded to the extent permitted by law.
4.7 If we are in default, the Customer’s remedy is to rescind the contract after setting a reasonable grace period; any prepayments will be refunded without interest.
4.8 Packaging risk: Damage resulting from destruction/damage of packaging is at the Customer’s risk after risk transfer.
4.9 We do not warrant the condition/fitness of products beyond agreed specifications.
4.10 Non‑delivery must be notified in writing within 2 days after the advised delivery date.
4.11 Returns require our prior written consent and are at the sender’s risk and expense; this does not limit statutory claims for defects where applicable.
4.12 The Customer shall inform third parties of our retention of title and, upon request, inform us of the goods’ whereabouts and any onward purchasers.

5.1 The Customer is responsible for obtaining all import licences/permits before transport.
5.2 The Customer is responsible for payment of all taxes, fees and duties in the destination country.
5.3 We are not liable for failures to obtain licences/permits or for legal issues arising from the import of goods by the Customer.

6.1 Irrespective of delivery terms, we may arrange transport (including unloading) at the Customer’s risk and expense, using means of transportation at our discretion.
6.2 We are not responsible for the Customer’s use of transport documents we provide.
6.3 Upon request, the Customer shall provide all securities and information required for transport documents.
6.4 If circumstances beyond our control prevent delivery at the agreed place or if the Customer fails to take delivery, we may either take the goods back or store them at the Customer’s risk and expense. In such cases, the Customer remains obliged to perform as if delivery occurred. Unless proven otherwise, storage/return costs shall be deemed at least 15% of the agreed price; we may claim higher actual costs.
6.5 For carrier deliveries, complaints due to damage or missing quantities will only be accepted if confirmed in writing by the carrier and notified to us within 48 hours.

7.1 Our obligations are limited to those expressly set out in the contract.
7.2 To the maximum extent permitted by law, we are not liable for loss of profit, business interruption or other indirect/consequential damages.
7.3 Except in cases of intent or gross negligence, we are not liable for direct or indirect damages resulting from infringements of third‑party IP rights, licences or other rights.
7.4 If third parties assert claims against us for damages for which we are not liable under these GTC or applicable law, the Customer shall indemnify and hold us harmless from such claims and reimburse our reasonable defence costs.
7.5 The foregoing limitations and indemnities also benefit our employees, agents and sub‑suppliers.
7.6 We are not liable for product‑related damages such as defects, health hazards or failure to meet external standards unless expressly warranted or mandatory law (e.g., Product Liability Act) provides otherwise.
7.7 Any exclusions/limitations also extend to the personal liability of our legal representatives and vicarious agents.
7.8 We do not assume liability for export‑related IP infringements; if claims are asserted against us due to export into certain countries, the Customer shall fully indemnify us and reimburse defence costs.
7.9 Mandatory liability remains unaffected (e.g., liability for injury to life, body or health; under the Product Liability Act; for guarantees; and for breaches of cardinal duties where only typical, foreseeable damage is recoverable).

8.1 We are not liable for delays or non‑performance due to events beyond our reasonable control (force majeure), including but not limited to acts of God, war, civil unrest, strikes/lock‑outs, transport disruptions, fire, earthquakes, epidemics/pandemics, governmental actions, or failures of our suppliers.
8.2 In such cases we may suspend performance for up to three months or rescind the contract in whole or in part without liability for damages.

9.1 If any provision of the contract or these GTC is or becomes invalid, the remaining provisions remain in effect. The parties shall replace invalid provisions with valid ones that come closest to the economic intent (severability).
9.2 If any provision conflicts with mandatory law, that mandatory provision shall prevail and replace the conflicting provision.
9.3 Information, samples and statements from us are non‑binding and indicative only unless expressly incorporated into the contract.
9.4 Deviations from these GTC apply only if agreed in writing.
9.5 We may amend these GTC at any time with effect for future transactions; the current version is published on aswh.de.

10.1 These GTC and any contracts hereunder are governed by German law, excluding conflict‑of‑law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2 Place of performance and exclusive place of jurisdiction for all disputes is Hamburg, Germany, provided the Customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB). We may also sue at the Customer’s general place of jurisdiction.
10.3 Contract language is English (and, if provided, German). In case of conflicts, the German version—if and when provided—may prevail for Germany‑specific interpretation.