Terms and conditions

Last update August 2025
General Terms and Conditions of Sale and Delivery Börger GmbH

General Terms and Conditions of Sale and Delivery of

Börger GmbH
Benningsweg 24
46325 Borken-Weseke
Germany

Phone: +49 2862 91 03 – 0

1. Scope, Information, General

(1) These General Terms and Conditions of Sale and Delivery shall apply exclusively between us and our customers.

(2) Customers within the meaning of these General Terms and Conditions of Sale and Delivery are consumers who have reached the age of 18 as well as entrepreneurs and legal entities under public law or special assets under public law. No sales shall take place to consumers who have not yet reached the age of 18.

     a) An entrepreneur within the meaning of these General Terms and Conditions of Sale and Delivery is, according to Section 14 BGB (German Civil
     Code), any natural or legal person or a partnership with legal capacity (e.g. stock corporation, limited liability company) who, when concluding a
     legal transaction, acts in the exercise of their commercial or independent professional activity. A partnership having legal capacity is a partnership
     that is equipped with the ability to acquire rights and enter into liabilities.
     b) A consumer within the meaning of these GTC is, in accordance with Section 13 BGB, any natural person who enters into a legal transaction for a
     purpose that can be attributed neither to their commercial nor independent professional activity. The GTC version valid at the time the customer
     places their order shall apply as a framework agreement, including for similar future contracts, without the need for us to refer to them in each
     individual case.

(3) If the customer is an entrepreneur, the GTC version valid at the time of the customer's order shall also apply as a framework agreement for similar future contracts, without the need for us to refer to them again in each individual case.

(4) If the customer is an entrepreneur: 
The illustrations or drawings contained in our brochures, advertisements and other offer documents shall be mere approximations, unless the information provided therein has been expressly designated by us as binding.

(5) If the customer is an entrepreneur (Section 14 BGB), the present General Terms and Conditions of Sale and Delivery shall apply exclusively. Deviating, conflicting or supplementing General Terms and Conditions of the customer shall only become part of the contract if and to the extent that we have expressly consented to their validity. This authorization requirement shall apply in any case, even if we, for example, carry out the delivery unconditionally in the knowledge of the customer's Terms and Conditions.

(6) Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall always take precedence over these General Terms and Conditions of Sale and Delivery. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

(7) In the case of business transactions, the provisions of commercial law shall apply.

2.  Conclusion of contract, offer, payment, description of quality, prohibition of assignment

(1) If requested by the customer, we shall, if necessary, arrange for a meeting with the customer - on site if necessary - to discuss the specific order. This arrangement shall not constitute the conclusion of a contract.

(2) An offer or cost estimate prepared by us shall be subject to change. An order successfully placed by the customer shall constitute an offer, which we can accept within 14 days of receipt. Provided no other specific agreement has been made, a contract shall be concluded with the content of our written order confirmation.

(3) Verbal commitments made by our representatives or other assistants shall not enter into effect without our written confirmation.

(4) If the proposed amount set out in the offer is not approved by the customer, we shall be free to charge a reasonable fee customarily charged in the locality for the preparation of the offer or cost estimate. However, this fee shall be settled with the customer prior to the preparation of the offer.

(5) Our invoices shall be due immediately upon receipt without any deduction. Default of payment shall occur at the latest 30 days from date of invoice. Payment shall not be deemed timely unless the full and final invoice amount has been received and become available in one of our business accounts within this period.

(6) From the time of default, the outstanding receivable shall bear interest at 5 percentage points above the respective base interest rate. If the customer is an entrepreneur, the receivable shall be subject to interest at 9 percentage points above the respective base interest rate. However, if a higher interest rate is proven by taking out bank loans etc., we shall be entitled to claim the higher interest rate.

(7) If the payment deadlines are exceeded by a customer who is an entrepreneur, any discounts and other special benefits shall become void and added to the invoice.

(8) We reserve the right to carry out improvements and design changes in the course of further development. If any such measures take place during the acceptance period of an offer submitted by us, the contract shall also be deemed fulfilled by us, provided that we deliver the product in the technically improved and further developed form. We shall not be obliged to make design changes and technical improvements to products already delivered, provided that the products already delivered are free of defects.

(9) Deviations customary in the trade and deviations that occur due to legal requirements or that represent technical enhancement, and substitution of components by equivalent parts, shall be permissible to the extent they do not restrict their use for the purpose provided for by contract.

(10) Information provided by us on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations thereof (e.g. drawings and illustrations) shall only be approximately authoritative, unless usability for the contractually intended purpose requires exact conformity. A more precise sample of material suitability must be explicitly requested in advance.

(11) We shall not be obliged to carry out or subsequently deliver software updates after the purchase of electronic devices, unless this has been assured by us in an individual contract. The customer shall expressly agree to this provision.

(12) If the customer transmits operating data and processing records to us, we shall not be obliged to check the content of such data and processing records. The data and processing records are only entered by us as part of the design process.

(13) Drawings, illustrations, calculations, technical documents and other descriptions prepared by us shall remain our property, and we shall retain the rights of use and exploitation. They must not be disclosed to third parties without our prior consent. We furthermore reserve all property rights and copyrights to the use of all drawings and company documents.

(14) The ordered goods shall generally be delivered without separate protective devices. The contractual partner shall be given the option to order such protective equipment separately and at their own expense.

(15) Contractual claims of the client shall be non-transferable without our written consent, unless the provision set out in Section 354a HGB (German Commercial Code) applies.

3. Set-off, right of retention

(1) If the customer is an entrepreneur, they shall only be entitled to offset against our receivables if their receivables have been legally established, we have acknowledged them or the receivables are undisputed.

(2) As a customer, the entrepreneur shall only be authorized to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.

4. Delivery, delivery times, acceptance, transfer of risk

(1) Delivery shall generally be made from our warehouses. Unless agreed otherwise, a desired delivery shall only take place within Germany.

(2) The delivery date shall be the date specified by us in the order confirmation plus a subsequent delivery period of 10 days. The delivery date shall be deemed observed if the readiness for dispatch has been communicated by its expiration or if the delivery item has left the factory. The delivery date shall be postponed by the period for which the documents to be obtained by the customer for production or delivery, in particular all necessary permits, approvals, import licenses, import permits, the legal clarification and approval of the plans and drawings as well as agreed securities, were or are not fully available.

(3) The prices indicated by us shall be excluding packaging and statutory VAT for delivery in euros (within Germany) and additionally excluding customs as well as fees and other public levies for export deliveries.

(4) If responsible for goods deliveries to other EU countries, the customer shall – without delay - provide us with the completely and properly filled out verification documents (e.g. confirmation of arrival, white carrier's receipt, or CMR waybills) that are required in accordance with the relevant German legislation.
If the customer does not fulfill this obligation in a timely manner, we reserve the right to add German sales tax in the amount of the applicable tax rate to the invoice amount billed to the customer. The same shall apply accordingly for tax-free intra-Community deliveries not subject to German law, insofar as the local legislation requires corresponding verification documents, as well as for deliveries to third countries that mandate the customer's responsibility for the export declaration.

(5) The respective customer shall be obliged to notify us immediately in writing when circumstances arise or become foreseeable that may result in the agreed dates and periods not being met.

(6) If the delivery or provision of services is postponed by more than four months from the conclusion of the contract and the costs of wages, material, packaging material, freight, taxes or levies have also increased in the meantime, the agreed price may be adjusted in accordance with the impact of the aforementioned cost factors. To the extent that the prices agreed are based on our list prices and the delivery or service provision are scheduled to take place later than four months from the date of conclusion of the contract, our applicable list prices at the time of delivery or service provision (less any percentage or fixed discounts) shall apply. If, in consequence, the price changes by more than 5% compared to the contractually agreed price, the customer shall have the right to withdraw from the contract if we insist on a price increase request despite the announcement of the customer's intention to withdraw.

(7) If the goods are not accepted by the customer at the agreed time, we shall be entitled to set a reasonable acceptance deadline. After expiry of this period, we shall be entitled to withdraw from the contract and claim any damage incurred.

(8) The customer shall - following the expiry of the above-mentioned delivery date - be required to prompt us in writing to affect our performance within a set deadline. Not unless we negligently allow this grace period to elapse shall the customer be entitled to withdraw from the purchase contract.

(9) The risk of accidental loss and deterioration of the goods shall pass to the customer no later than the time the goods are handed over. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration shall pass to the person designated to carry out the delivery (e.g. carrier) as soon as the goods are delivered, provided that the customer is an entrepreneur. If acceptance has been agreed, it shall determine the point at which the risk is transferred.

(10) As compensation for damages due to non-fulfillment of the purchase contract, we can demand 25% of the order price without deductions, unless the customer proves that no damage occurred at all or not in the amount of the lump sum. In all other respects, and also in connection with custom-made products, we reserve the right to claim higher, proven damages.

5. Force majeure

(1) Events of force majeure, e.g. mobilization, war, riot, corona, pandemics, etc., shall entitle us to postpone delivery for the duration of the hindrance plus a reasonable start-up period. Force majeure shall be equivalent to strike, lockout or unpredictable, unavoidable circumstances, e.g. operational disruptions through no fault of our own, or transport delays or interruptions, lack of raw material or energy through no fault of our own, which make it impossible for us to make delivery on time despite our reasonable efforts. This shall also apply if such prevention of performance occurs during a major delay or at a sub-supplier.

(2) We shall be liable for delay in performance in cases of intent or gross negligence on our part or on the part of a representative or vicarious agent as well as in cases of injury to life, body or health caused by slight negligence in accordance with the statutory provisions.

6. Obligation to give notification of defects

(1) Immediately upon delivery at the agreed destination or, in case of in-person pickup at the time of takeover, the customer shall be obliged to inspect the goods at their expense and to record any defects on the delivery note or consignment note or on the confirmation of receipt/transfer note, and to check the goods at least for their external condition.

(2) In the event of an obvious defect or a defect visible during the examination in accordance with the first paragraph of item VI., the notification must be given by the end of the working day that follows the delivery/collection of the goods at the agreed destination or place of takeover.

(3) If concerning a concealed defect, the notification must be given by the end of the working day that follows the day when the defect was established, but no later than within two weeks of delivery of the goods or their collection/takeover or, if agreed, their acceptance.

(4) The notification must include all necessary details and reach us within the aforementioned deadline in writing, via telegram, telex, or telefax. A notification of defect via telephone shall not suffice.

(5) A complaint shall be excluded as soon as the customer mixes, forwards or resells the delivered goods or begins to handle or process them.

(6) Goods for which no notification of defect has been given in the proper form and by the proper deadline shall be deemed approved and accepted.

7. Rights in case of delay and defects; liability

(1) Contracts with consumers shall be subject to the statutory warranty regulations.

(2) In accordance with the statutory provisions, we can be held liable for injuries to life, limb or health resulting from a culpable breach of duty by us, our legal representatives or our vicarious agents. We can, furthermore, be held liable under the statutory provisions for other damage based on an intentional or grossly negligent breach of contract or deceitfulness by us, our legal representatives or our vicarious agents. To the extent that the German Product Liability Act is applicable, we can be held liable without limitations in accordance with its provisions.

(3) As a general rule, our company does not provide a warranty. However, we shall also be liable under a quality and/or durability warranty to the extent that we have provided such a warranty in respect of the delivered item. If damage occurs that is based on the quality or durability warranted by us not being present, but this damage does not directly affect the goods delivered by us, we shall only be liable if the risk of such damage is clearly covered by our quality and durability warranty.

(4) We shall be liable for damages – for any legal reason whatsoever – within the scope of fault-based liability in the event of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only

      a) for damages arising from injury to life, limb or health,

      b) for damages arising from the breach of a material contractual obligation (the fulfillment of which makes proper execution of the agreement
     possible in the first place and compliance with which the contracting party may regularly rely on); in the latter case, however, our liability shall be
     limited to compensation for the damage that can typically be foreseen to occur.

(5) The resulting limitations of liability shall also apply towards third parties as well as to breaches of duty committed by persons (also to their benefit) for whose fault we are responsible according to statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the purchaser under the Product Liability Act.

(6) No warranty shall be assumed if delivered items and things are damaged by improper use or in the event of wear and tear. The same shall apply in the event of improper installation of components or installation of defective components by the customer or a third party commissioned by the customer.

(7) We shall not accept any liability for incorrect planning, constructional flaws and incorrect dimensions and operating conditions on the part of the customer or a third party commissioned by the customer.

(8) The customer shall be required to check and counter-check our services and deliveries before passing them on and shall observe the legal and technical requirements, in particular, the DIN and VDE guidelines. It is the customer's responsibility to lodge any complaints promptly. In all other respects, the statutory provisions shall apply.

(9) In other cases of delay, with the exception of force majeure (see item V.), our liability for damages in addition to performance shall be limited to a total of 5% and, for damages in lieu of performance (including compensation for futile expenses), to a total of 5% of the value of the delivery. Further claims of the customer shall be excluded.

8. Limitation period

(1) If the customer is an entrepreneur, the limitation period for claims and rights arising from defects in the deliveries - for any legal reason whatsoever - shall be 1 year and, for used items and replacement parts, 6 months from the time of delivery Insofar as an acceptance has been agreed, the limitation period shall begin with acceptance.

(2) If the goods are a building or a thing that has been used for a building in accordance with its usual use and has caused its defect (building material), the limitation period in accordance with the statutory regulation shall be 5 years from the time of delivery Section 438 Paragraph 1 No. 2 BGB). Further special statutory provisions on the limitation period (in particular Section 438 Paragraph 1 No. 1, Paragraph 3 and Sections 444 and 445b BGB) shall remain unaffected.

(3) The above limitation periods of the Sale of Goods Law shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the contractual products, unless the application of the regular statutory limitation period (Sections 195 and 199 BGB) would lead to a shorter limitation period in particular cases.

9. Retention of Ownership

(1) If the customer is a consumer, the delivered goods (goods subject to retention of title) shall remain our property until all receivables arising from this contract have been paid in full.

(2) If the customer is an entrepreneur, we shall retain title to the goods sold until full payment has been received for all our present and future receivables arising from the purchase contract and any current business relations (secured claims).

(3) As long as ownership has not yet passed to the customer, the latter shall treat the delivered items with care. We must be notified immediately if the delivered items are seized or exposed to other interventions by third parties. The customer must inform us immediately in writing if an application for opening insolvency proceedings is filed or if third parties (e.g. seizures) have access to the goods belonging to us.

(4) If our ownership of the goods subject to retention of title expires as a result of mixing or combining with other items (Sections 947, 948 BGB), the customer's ownership or co-ownership rights to the mixed stock or the uniform item shall pass to us at the ratio between the final invoice amount of the goods subject to retention of title and the sum of the final invoice amounts of the other mixed or combined items. In this case, the customer's expectant right to the items shall continue in the transformed item. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfer co-ownership to us on a pro rata basis and preserve the sole ownership or co-ownership thus created on our behalf.

(5) Drawings, illustrations, calculations, technical documents and other descriptions prepared by us shall remain our property, and we shall retain the rights of use and exploitation. They must not be disclosed to third parties without our prior consent. We furthermore reserve all property rights and copyrights to the use of all drawings and company documents.

(6) The entrepreneurial customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the receivables arising from the resale of the goods subject to retention of title. We hereby accept the assignment. This assignment shall apply regardless of whether the items have been resold without or after processing. The customer shall remain authorized to collect the receivable even after the assignment. The authority granted by us to collect the receivable ourselves shall remain unaffected. We shall, however, not collect the receivable for as long as the customer meets their payment obligations and is not in default of payment and for as long as no application for the opening of insolvency proceedings has been filed or payments have not been suspended.

10. Distance sales agreements

(1) If the customer is a consumer (see definition as per item I, paragraph 2 b) and the concluded contract is a distance sales agreement (see definition as per paragraph 2 below), the following paragraphs 3 and 4 shall apply as well. The following paragraphs 3 and 4 shall not apply to other contracts.

(2) Distance sales agreements are contracts for the supply of goods or for the provision of services, including financial services, concluded between an entrepreneur and a consumer with the exclusive use of telecommunications, unless the contract is not concluded within the framework of a distribution or service system organized for distance selling. Financial services within the meaning of sentence 1 are banking services as well as services in connection with the granting of credit, insurance, retirement provision of individuals, investment or payment. Means of telecommunication are means of long-distance communication which are used to initiate or conclude a contract between a consumer and an entrepreneur without the same physical presence of the contracting parties, in particular letters, catalogs, telephone calls, telecopies, e-mails as well as broadcasting, tele- and media services.

Cancellation policy:

As a consumer, you have the following

Right of withdrawal:

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period expires after fourteen days from the day on which you or a third party appointed by you, who is not the carrier, acquires physical possession of the goods. To exercise your right of withdrawal, you must inform us (Börger GmbH, Benningsweg 24, D-46325 Borken-Weseke, E-mail: info(at)boerger.de, Telefax: +49 28 62 91 03 - 46) of your decision to withdraw from this contract by way of an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal:

(1) If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of any extra costs resulting from your choice of a type of delivery other than the least expensive type of delivery offered by us), without undue delay and no later than 14 days from the day on which we are informed about your decision to withdraw from this contract. 
We will carry out this reimbursement using the same means of payment as you used in the initial transaction unless you have expressly agreed otherwise. In any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back from you or you have supplied evidence of having sent back the goods, whichever is earlier.

(2) You are required to return or give back the goods to us without undue delay and in any event no later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is deemed met if you send back the goods to us before the period of fourteen days has expired. You will bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from handling other than what is necessary to establish the quality, characteristics and functioning of the goods.

Cancellation form

(If you wish to withdraw from the contract, we kindly ask that you complete this form and return it to us.)

To

Börger GmbH
Benningsweg 24 
46325 Borken-Weseke
Germany 
E-mail: info(at)boerger.de 
Fax: +49 28 62 91 03 - 46

I/we (*) hereby give notice that I/we (*) cancel my/our (*) contract of purchase for the following goods(*) / the provision of the following service (*) 

Ordered on (*) /received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only if notice is given on paper)

Date

(*) Strike if not applicable.

11. Place of jurisdiction, applicable law, resolution of disputes

(1) If the customer is a merchant, legal entity under public law or a special asset under public law, the parties agree that the court holding jurisdiction over the company's headquarters in Borken-Weseke shall be the place of jurisdiction. All rights and obligations arising from the contract concluded with us shall be subject to German law. The UN Convention on the International Sale of Goods (CISG) is expressly excluded.

(2) As a general rule, we are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

12. Export Control

(1) The customer undertakes to refrain from the following transactions in any case:

     a)Transactions with persons, organizations or institutions which are on a sanctions list according to EC regulations or US export regulations, or
     contradict the currently applicable legal provisions.

     b) Transactions with embargoed states that are prohibited.

     c) Transactions for which the required authorization has not been obtained.

     d) Transactions that could be made in connection with NBC weapons or military end use.

(2) The customer shall notify us in writing without delay and without being prompted to do so if becoming aware of any breach of the above obligations or of any suspicion thereof.

(3) If the customer violates the above obligations, we shall be entitled to withdraw from the contract. The assertion of any further claims, in particular claims for compensation for damages, shall remain unaffected.

(4) The customer shall provide us, upon request, with all information that may be necessary for obtaining the export license in the approval process at the Federal Office for Economics and Export Control (BAFA).

13. Severability clause

Should any provision of this agreement be invalid in whole or in part, or should it later lose its legal effect, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the statutory provisions shall apply.