General Terms and Conditions
General Terms and Conditions
(valid from 01.06.2025)
I. Scope
1. Our deliveries and services are exclusively based on the following General Terms and Conditions ("GTC"). The GTC
also apply to all future contracts and transactions with the partner. Terms and conditions of the partner that are not
explicitly recognized by us have no validity, even if we do not explicitly object to their validity.
2. These GTC apply only to entrepreneurs, legal entities under public law, and special funds under public law within
the meaning of Sec. 310 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”).
II. General Provisions
1. Contracts are concluded when we explicitly accept the partner's order or purchase order through an order
confirmation or declaration of acceptance at least in text form. Without such a declaration, no contract is deemed to
have been effectively concluded.
2. The information and illustrations contained in brochures, catalogs, and on our website (www.keil.pro) regarding our
goods do not represent a binding offer to conclude a contract. Such information is industry-standard approximate
values unless explicitly designated by us as binding.
3. Technical changes as well as changes in shape, color, packaging unit, and/or weight remain reserved within
reasonable limits, and we point out that only original parts may be used to ensure product warranty and safety
standards.
III. Long-term and On-demand Delivery Agreements, Contract Adjustment
1. Open-ended agreements can only be terminated by either party for good cause.
2. In long-term agreements (i.e. agreements with a duration of more than 12 months and open-ended agreements),
an appropriate adjustment of the agreement conditions can be made in the event of significant changes in labor,
material, or energy costs.
3. If a binding order quantity is not agreed upon, we will base our calculation on the partner's non-binding order
quantity (target quantity) expected for a certain period. If the partner orders less than the target quantity, we are
entitled to increase the unit price appropriately. If the partner orders more than the target quantity, we will reduce the
unit price appropriately, provided the partner has announced the additional demand at least 2 months before
delivery.
4. In on-demand delivery agreements, unless otherwise agreed, binding quantities must be communicated to us at
least 2 months before the delivery date by call-off. Additional costs caused by a delayed call-off or subsequent
changes to the call-off in terms of time or quantity by our partner shall be borne by the partner; our calculation is
decisive in this regard.
5. Significant changes, additional requests, or supplementary performance specifications after the conclusion of the
agreement obligate both parties to a reasonable adjustment of the remuneration, deadlines, and performance
description. This also applies correspondingly to unforeseen technical problems at the time of order acceptance.
6. For call-off orders, the goods must be called off in full within 12 months of the order confirmation. If the goods are
not called off in full within this period, the partner is obligated to accept the remaining goods. After the 12-month
period, we are therefore entitled to send the remaining goods and invoice them.
IV. Confidentiality
1. Each party shall use all documents (including samples, models, and data) and knowledge obtained from the
business relationship only for the pursued purposes and keep them confidential with the same care as corresponding
own documents and knowledge. This obligation begins with the first receipt of the documents or knowledge and is
unlimited in time.
2. The disclosure and utilization of confidential information, particularly our know-how and patented manufacturing
processes, are prohibited unless explicit permission is granted by us at least in text form.
3. The obligation under this Section IV does not apply to documents and knowledge which are generally known or
which were already known to the contracting party at the time of receipt without being obligated to confidentiality, or
which are subsequently communicated by a third party authorized to disclose them, or which are developed by the
receiving contracting party without using confidential documents or knowledge of the other contracting party.
V. Prices and Payment Terms
1. Our prices are "EXW Engelskirchen" (Incoterms 2020) and in euros, plus sales tax, packaging, freight, postage, and
insurance.
2. In the event of an agreed or not attributable delivery period of more than 6 weeks, reasonable price adjustments
are permissible. If wages, raw material and material prices (e.g. stainless steel), other material costs, customs duties,
taxes, or other charges, as well as transport costs, increase or are newly introduced after the order confirmation until
the completion of the delivery, we are entitled to increase the price appropriately according to the cost increases. This
also applies if a fixed price was agreed.
3. The partner agrees that we automatically deliver in the packaging units listed in brochures, catalogs, and on our
website (www.keil.pro).
4. The partner may only offset with counterclaims that are legally established or undisputed. The partner is entitled to
exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
5. In the event of late payment, we may, after notifying the partner at least in text form, suspend the fulfillment of our
obligations until we receive the payments and, if necessary, suspend access to our service offerings, market launch
support, and network.
6. The fulfillment of payment obligations only occurs upon receipt of payment in our bank account. Checks and bills
of exchange are not accepted as means of payment.
7. If, after the conclusion of the agreement, it becomes apparent that our payment claim is endangered by the
partner's lack of financial capability, we can withhold performance and set the partner an appropriate deadline within
which he must pay concurrently against delivery or provide security. If the partner refuses or the deadline expires
without success, we are entitled to withdraw from the agreement and claim damages.
VI. Delivery, Shipping, Transfer of Risk
1. Unless otherwise agreed, we deliver "EXW Engelskirchen" (Incoterms 2020). The decisive factor for compliance with
the delivery date or delivery period is the notification of shipment or readiness for collection by us. In the absence of
a special agreement, we select the transportation means and route.
2. The delivery time depends on individual shipping conditions (e.g. destination country, means of transport, export
regulations, etc.) and will be communicated to the partner in the order confirmation. For standard orders, delivery is
made within a reasonable period from the order confirmation, usually within approximately 20 days domestically.
Standard orders include orders of goods in stock from our standard range, especially KEIL and KARL undercut
anchors, in the dimensions and specifications indicated on our website (www.keil.pro), and in commercial quantities,
provided no additional individual adjustments of counterpart parts such as screws, threaded pins, or special
connectors are required. For orders that include additional individual components such as special screws, threaded
pins, or other counterpart parts, a longer delivery time may be required.
3. The delivery period begins with the dispatch of our order confirmation and is extended appropriately if
unforeseeable events such as material shortages or other cases in the sense of Section XI occur. We will inform the
partner about this immediately.
4. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.
5. For custommized products, production-related over- or under-deliveries of up to 15 percent of the total order
quantity are permissible. The total price changes accordingly according to their extent.
6. Goods reported ready for shipment are to be accepted by the partner immediately. Otherwise, we are entitled to
ship them at our discretion or store them at the partner's expense and risk.
7. The risk passes to the partner upon transfer to the railway, carrier, or freight forwarder, or at the beginning of
storage, but no later than when the goods leave the factory or warehouse, even if we have taken over the delivery.
8. All shipments with a value of goods over € 250.00 net are dispatched free within the Federal Republic of Germany,
including packaging. Express delivery or urgent shipping is always charged. All postal and parcel service charges are
prepaid. If the value of goods is less than € 250.00, freight is charged.
VII. Delivery Delay
1. If we foresee that the goods cannot be delivered within the delivery period, we will immediately notify the partner
at least in text form, state the reasons and, if possible, provide the expected delivery date.
2. If the delivery is delayed due to a circumstance listed in Section XI or due to an act or omission by the partner, an
extension of the delivery period appropriate to the circumstances will be granted.
3. The partner is only entitled to withdraw from the agreement if we are responsible for not meeting the delivery date
and he has unsuccessfully set us a reasonable extension period.
VIII. Retention of Title
1. We retain title to the delivered goods until all claims arising from the business relationship with the partner,
including future claims, are settled. If there is a current account relationship between us and the partner, we retain
title to the goods until the claims from a recognized balance are paid.
2. The partner is entitled to sell these goods in the ordinary course of business and to collect claims, provided he
meets his obligations from the business relationship with us on time. If the partner includes the claim in a current
account relationship with his contracting party, he hereby assigns his claim from the balance in the sense of Sec. 355
of the German Commercial Code (Handelsgesetzbuch, “HGB”) to us to the extent of our due claims. If the reserved
goods are sold together with other goods, the advance assignment only extends to the value of the reserved goods.
However, the partner may neither pledge the reserved goods nor transfer them as security. He is obliged to safeguard
our rights in the credited resale of the reserved goods.
3. The partner hereby assigns all claims and rights from the sale or, if permitted, rental of goods to which we hold title
to secure those claims. We hereby accept the assignment.
4. In the event of the partner's breach of duty, particularly in the case of late payment, we are entitled to withdraw
from the agreement and take back the goods after the unsuccessful expiry of a reasonable extension period set for
the partner at least in text form; the statutory provisions regarding the dispensability of setting a deadline remain
unaffected. The partner is obliged to surrender the goods. We are entitled to withdraw from the agreement if an
application is made to open insolvency proceedings over the partner's assets.
5. We are entitled to revoke the authorization to resell and collect the assigned claims at least in text form if the
partner does not meet his payment obligations from the collected proceeds, defaults on payment, an application is
made to open insolvency proceedings, or there is a cessation of payments. In this case, the partner is obliged, upon
our request, to disclose the assigned claims and their debtors, to inform the debtors of the assignment, to make all
necessary information available to us for collection, and to hand over the relevant documents.
6. Any processing or transformation of the reserved goods by the partner is always carried out for us, without any
obligations arising on our part. If the reserved goods are processed or inseparably mixed with other items not owned
by us, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the other
processed or mixed items at the time of processing or mixing. If our goods are combined with other movable items to
form a single item or are inseparably mixed and the other item is considered the main item, the partner shall transfer
co-ownership to us proportionately, provided the main item belongs to him. The partner shall store our property or
co-ownership free of charge for us. The same applies to the new product resulting from processing or combining or
mixing as it does to the reserved goods.
7. The partner must immediately inform us at least in text form of any third-party enforcement measures in the
reserved goods, the assigned claims, or other securities, providing the necessary documents for intervention. This
also applies to seizures or other legal or actual impairments by third parties. The partner is obliged to notify the third
party of our retention of title.
8. If the value of the existing securities exceeds the secured claims by more than 10 percent in total, we are obliged to
release securities of our choice to this extent at the partner's request.
9. If the sold goods are moved to another country, the partner is obliged to ensure at his own expense before the
start of delivery that the legal system of the country to which the goods are moved recognizes a retention of title
comparable to the provisions of this Section VIII. The partner is required to take all actions, measures, and
registrations necessary and feasible to secure our ownership rights in the sold goods. We undertake to support the
partner with all legally required actions and to provide the necessary information at least in text form and relevant
documents to ensure that the necessary steps to secure our retention of title are initiated and carried out in his
country. The partner is liable to us for any damage resulting from the lack of adequate security of our ownership of
the sold goods or the partial or complete non-recognition of the retention of title under this Section VIII by the law of
the country to which the sold goods were moved.
X. Material Defects, Complaints, Warranty, Statute of Limitations
1. The condition of the goods is determined exclusively by the agreed technical delivery specifications. The risk of
suitability of the goods for the intended purpose lies with the partner. The crucial point for determining the
contractual condition of the goods is the time of transfer of risk according to Section VI. 7.
2. The partner must inspect the goods delivered by us for errors or defects immediately upon arrival at the
destination in accordance with Sec. 377 HGB, even if samples were sent. The delivery or service is considered
approved if identifiable or detected defects during the inspection are not reported to us at least in text form without
culpable delay. Hidden defects must be reported by the partner at least in text form without culpable delay after their
discovery, but at the latest within one year after receipt of the goods, along with the simultaneous submission of the
disputed goods. The dispatch of the defect report is decisive for meeting the deadline.
3. We must be given the opportunity to determine the reported defect. Disputed goods must be returned to us
immediately upon request; we will cover transportation costs if the complaint is justified. If the partner does not
comply with these obligations or makes changes to the already disputed goods without our consent, he loses any
claims for material defects.
4. Our warranty is initially limited to rectification or replacement delivery at our discretion. The partner must give us
reasonable time and opportunity for this. If the rectification or replacement delivery fails or the removal of the defect
is refused by us due to disproportionate effort, the partner can demand a reduction in the price or withdraw from the
agreement. Reimbursement of costs is excluded to the extent that expenses increase because the goods have been
moved to another location after our delivery unless this corresponds to the intended use of the goods. The partner's
right to supplementary performance in the case of insignificant defects is excluded.
5. We are not liable for material defects caused by inappropriate or improper use of the goods, faulty assembly or
commissioning by the partner or third parties, incorrect combination of anchor sleeves and threaded parts, usual wear
and tear, faulty or negligent handling, or the use of unauthorized components. This also applies to the consequences
of improper and unauthorized changes or repair work performed by the partner or third parties without our consent.
The same applies to defects that only insignificantly reduce the value or suitability of the goods. The assembly of
goods, particularly KEIL and KARL undercut anchors, must always be carried out by qualified professionals. The
procedures described in the assembly instructions must be strictly followed, otherwise, the warranty or guarantee
claims of the partner will expire. The partner is solely responsible for selecting the appropriate combination of anchor
sleeves and threaded parts. We accept no liability for damages caused by an incorrect combination or improper
assembly.
6. Claims for material defects expire one year after the transfer of risk. This does not apply if the law mandatorily
prescribes longer periods, particularly for defects in a building and for goods that are typically used for a building and
have caused its defectiveness. In cases of supplier recourse in the purchase of consumer goods, the limitation periods
according to Sec. 478, 479 BGB apply.
7. Statutory recourse claims of the partner against us exist only to the extent that the partner has not made
agreements with his buyer that go beyond the statutory defect claims. Furthermore, Section IX. 4 Sentence 4 applies
accordingly to the extent of the recourse claims.
8. Sec. 444 BGB remains unaffected by the provisions of this Section IX.
X. Other Claims, Liability
1. We are liable for damages – regardless of the legal grounds – according to the following provisions if we, our legal
representatives, or auxiliary agents have culpably caused them.
2. In cases of intent, gross negligence, and slight negligence resulting in injury to life, body, or health, we are liable
without limitation – except for the following sentence. Our liability for gross negligence is limited to the predictable,
typical damage at the time of conclusion of the agreement unless this damage is due to an injury to life, body, or
health.
3. Otherwise, the following applies to slight negligence: Our liability for slight negligence is excluded – except for the
violation of cardinal obligations. Besides this, our liability for slight negligence is limited to the predictable, typical
damage at the time of conclusion of the agreement.
4. Statutory claims of strict liability, in particular, liability under the German Product Liability Act
(Produkthaftungsgesetz, “ProdHaftG”), remain unaffected. We are liable without limitation if claims of the partner
against us have already arisen before the conclusion of the agreement.
5. The rights of the partner under warranty or due to delivery delay remain unaffected.
6. We are not liable for damages resulting from improper use and storage, incorrect installation, faulty, and improper
assembly, or natural wear and tear.
7. To the extent that liability for damages against us is excluded or limited, this also applies concerning the personal
liability for damages of our employees, workers, staff, representatives, and auxiliary agents.
XI. Force Majeure
Force majeure such as natural disasters, pandemics, and government interventions, as well as labor disputes, strikes,
lockouts, operational disruptions, energy supply difficulties, unrest, official measures, failure of our suppliers to deliver,
transport problems, and other unforeseeable, unavoidable, and severe events release the contractual partners from
their performance obligations for the duration and to the extent of the disruption. This also applies if these events
occur at a time when the affected contractual partner is in default unless he has caused the default intentionally or
through gross negligence. The contractual partners are obliged to provide the necessary information as promptly as
possible within reasonable limits and to adjust their obligations in good faith to the changed circumstances
XII. Place of Performance, Jurisdiction, and Applicable Law
1. Unless otherwise stated in the order confirmation, our place of business is the place of performance for deliveries
and payments.
2. Our place of business is the place of jurisdiction for all legal disputes. We are also entitled to sue at the partner's
place of business.
3. The contractual relationships are exclusively subject to German law. The application of the UN Sales Law (CISG) is
expressly excluded.