Terms & Conditions

Valid as of August 2025

 I. Applicability of General Terms and Conditions of Sale of Andercore GmbH

1. Unless the parties have expressly agreed otherwise, these “General Terms and Conditions of Sale of Andercore GmbH” (hereinafter “Terms and Conditions”) of Andercore GmbH, Münzstraße 19, 10178 Berlin, Germany (hereinafter “Andercore”, “our”, or “we”) govern Andercore’s sale of goods – in particular construction materials – (hereinafter each a “Good”) to customers (hereinafter: each a “Customer”). 
2. Any oral commitments made by Andercore prior to or at the same time as the execution of the agreement are non-binding in a legal sense, and a written agreement supersedes any such oral agreement made between the parties if that written agreement does not specify that such oral agreement is to continue in full force and effect. 
3. Changes and amendments to agreements made, including these Terms and Conditions, must be made in writing or in textform (e.g. email). The written form requirement shall not apply to agreements made directly between the parties after the conclusion of the agreement (priority of the individual agreement pursuant to Sec. 305b of the German Civil Code (“BGB”)).
4. Andercore specifically notes that information supplied about a Good (e.g., weight, dimensions, present utilization value, load, tolerance level and technical data) as well as any representation of such information (e.g., drawings and illustrations) are approximations unless a precise match is needed for the Good’s fitness for the intended and agreed purpose. Such information shall not constitute guaranteed characteristics but instead serves as a description or characterization. Common deviations and those resulting from legal provisions or technical improvements are permissible, as is the replacement of components by parts of equal value, provided that the fitness for the intended and agreed purpose is not compromised as a result.
5. General terms and conditions of the Customer or third parties do not apply even if Andercore does not specifically object to them in a given case and supplies a Good without reservation. Even if Andercore references a letter containing the general terms and conditions of the Customer or third parties, such reference does not imply Andercore’s agreement with the applicability of such general terms and conditions.
6. Contracts with the Customer via the Andercore Portal (https://buy.andercore.com) are concluded exclusively in German, English, French or Spanish language, depending on whether the Customer places the order via the German, English, French or Spanish-language page of the Andercore Portal. If the Customer places an order via our German-language Andercore Portal, only the German version of these Terms and Conditions shall apply. The same applies to the respective other language versions in the Andercore Portal.
7. Andercore’s offers are not binding offers which lead to the conclusion of a contract. They are only a request to the Customer to submit a binding offer (“invitation ad offerendum”), e.g. as order or order confirmation. A contract will only be concluded to the extent and when Andercore accepts the Customer’s offer.
8. By placing an order in the Andercore Portal, the Customer makes a binding offer within the meaning of Section I. No. 7 to purchase the respective Goods. Before placing the order, the Customer can correct his entries at any time using a corresponding correction tool in the Andercore Portal.
9. We will immediately confirm to the Customer receipt of an order in accordance with Clause I No. 8 by email. This confirmation does not constitute an acceptance of the offer. The offer shall only be deemed to be accepted by us (“conclusion of a purchase contract”) as soon as we inform the Customer that we accept the offer from the Customer (“order confirmation”). This can also be done by email. The order confirmation is accessible for the Customer in his account in the Andercore Portal after conclusion of the purchase contract. We do not store any other relevant contract documents after conclusion of the purchase contract

II. Prices, terms of payment

1. Insofar as purchase prices are concerned, they are set out as “carriage paid to destination” (CPT Incoterms 2020), i.e. Andercore shall deliver the Goods upon handover to the first carrier and shall organise the transport of the Goods to the agreed and also designated destination at Andercore’s own expense, but at the Customer’s risk. If the Customer wishes, a Good may be insured at the Customer’s expense against theft, breakage, shipping, fire and water damages as well as any other insurable risk.
2. Andercore will not take back shipping and other packaging materials subject to the German Packaging Ordinance (“Verpackungsgesetz”), if applicable at all. Instead, with the exception of pallets, such materials become the Customer’s property.
3. The prices are quoted in Euros exclusive of sales tax in the applicable amount arising in the context of the conclusion or execution of the agreement. If prices are quoted additionally in other currencies, the prices quoted in Euros take precedence in case of contradictions.
4. Unless specifically agreed otherwise with the Customer, the purchase price for any Good is due as follows:
   • 50% upon the execution of the agreement, payable within eight (8) calendar days;
   • 40% eight (8) calendar days prior to the agreed shipment of the Good to the Customer, its representative or freight carrier, payable within ten (10) calendar days; and
   • the balance upon the delivery of the Good to the Customer, its representative or freight carrier, payable within thirty (30) calendar days.
5. Andercore assigns the claim to a bank (“Assignee”) by way of non-recourse factoring and cooperates with Mondu GmbH in this respect. For payments by the Customer, the Mondu General Terms and Conditions of Sale (https://www.mondu.ai/de/m1-payment-postponement-agreement/) shall apply additionally (and shall prevail in case of conflict with the General Terms and Conditions of Sale), provided that (i) “Checkout Process” in the Mondu General Terms and Conditions of Sale means the order confirmation (or acceptance of offer) of Andercore GmbH and (ii) Clause 1 para. 2 of the Mondu General Terms and Conditions of Sale does not apply. Information on the processing of personal data by Mondu GmbH is available here: https://www.mondu.ai/de/gdpr-notification-for-buyers/. The claim can only be settled with payment to the assignee or holder of claim with debt-discharging effect. Andercore will provide you with the bank details of the holder of claim with the order confirmation.
6. All invoiced amounts are in Euros and payable without deduction unless specifically agreed otherwise.

III. Delivery period and partial deliveries

1. The Customer is responsible for unloading the Goods at the destination, unless the Good is delivered as general cargo (Stückgut). If the Customer is unable to unload the Good properly at the place of destination, e.g. due to a lack of unloading equipment, the additional costs incurred for this shall be borne by the Customer. If a delivery with unloading equipment is desired, e.g. by Andercore using a forklift truck, additional costs of EUR 625.00 (net) per delivery will be incurred.
2. Delivery dates shall only be binding if expressly confirmed by us in writing or in text form (e.g., by email). Compliance with the delivery period requires the timely performance of all obligations owed by the Customer – in particular with regard to documents to be provided by the Customer, any necessary approvals and releases, especially of plans – as well as other cooperation obligations and, where applicable, payment of the pro rata purchase price as described in Section II No. 4 or otherwise agreed between Andercore and the Customer. If the Customer is in default with payment of a (pro rata) purchase price for more than ten (10) calendar days and the amount in default exceeds thirty percent (30%) of such purchase price, delivery of the Goods, or in the case of agreed partial deliveries the subsequent partial delivery, may be extended by up to approximately four (4) weeks in each case due to Andercore’s new procurement efforts for Goods not yet delivered resulting from such payment default. Insofar as shipment or transport of a Good has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party entrusted with the transport.
3. Andercore shall not be liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the agreement (such as difficulties in the supply of materials or energy, strikes, lawful lockouts, pandemics or epidemics, or the failure of suppliers to deliver on time or properly despite a congruent covering transaction concluded by the seller) for which Andercore is not responsible. If such events make delivery or performance substantially more difficult or impossible for Andercore and the impediment is not merely of a temporary nature, Andercore shall promptly inform the Customer and Andercore shall be entitled to withdraw from the agreement. In the event of impediments of merely temporary duration, the delivery or performance periods shall be extended, or the delivery or performance dates postponed, by the period of the impediment plus a reasonable start-up period.
4. Partial deliveries are permissible if
   • the Customer has use for partial deliveries as part of the agreed purpose of use;
   • the supply of the remaining part of a Good (e.g. components) is assured; and
   • the Customer does not incur – or Andercore agrees to bear any – significant added expenditures or costs.

IV. Transfer of risk, acceptance, default 

1. The Customer bears any and all risks associated with shipment and transport, which pass to the Customer upon the delivery of a Good (as defined as the beginning of the loading process) or partial delivery to the shipper, freight carrier or other third party entrusted with the transport, save for cases subject to Section IV No. 3.
2. Risk shall also pass as set out in Section IV No. 1 in the event Andercore having assumed other services, such as the cost of shipping or transportation.
3. In the event that the Customer refuses acceptance of an ordered Good in a manner constituting a default in acceptance or if their shipment is delayed for other reasons culpably caused by the Customer, the risk of a Good’s accidental demise or deterioration passes to the Customer upon the beginning of such default. 
4. In the event that the Customer is in default with acceptance or if it violates other duties of cooperation, it must indemnify Andercore against any damages incurred to such extent, including but not limited to added expenditures. Specifically, the Customer bears the costs of Andercore’s storage of any Good so affected, which Andercore may invoice at a flat rate of 0.5% of the Good’s full agreed purchase price (NET), unless the Customer furnishes proof to the effect that Andercore did not incur any – or less – damages as a result of storing such Good. Andercore’s other legal rights arising from default in acceptance, if any, are not affected.
5. The Customer must accept delivery of any ordered Good even if a Good has minor defects; the Customer’s rights under Section VI are not affected.

V. Retention of title

1. The retention-of-title clauses agreed below serve the purpose of securing Andercore’s present and future claims against the Customer under the agreement entered into between the parties.
2. A Good Andercore supplies to the Customer (in this Section V, hereinafter the “Good Subject to Retention of Title”) remains Andercore’s property until all secured claims from the respective contractual relationship with the Customer have been paid in full.
3. The Customer treats and processes a Good Subject to Retention of Title on behalf of Andercore as manufacturer within the meaning of Sec. 950 BGB and to the exclusion of any obligation on Andercore’s part. A Good treated or processed is deemed a Good Subject to Retention of Title according to Section V No. 1. 
4. In the event that the Customer treats, processes, combines or mixes a Good Subject to Retention of Title with “other goods”, creating new or combined goods, Andercore becomes a co-owner of these new or combined goods, with its share reflecting the proportion of the effective invoice amount of the Good Subject to Retention of Title at the time of delivery to the value of such processed or combined goods. Co-ownership shares are deemed a Good Subject to Retention of Title according to Section V No. 1. In case the “other goods” belonging to the Customer must be deemed the principal component within the meaning of Sec. 947 BGB, the parties hereby already agree that (i) Andercore will become a co-owner thereof, with its share reflecting the proportion of the effective invoice amount of the Good Subject to Retention of Title to the value of such principal component, and (ii) the Customer will store the good for Andercore free of charge. Co-ownership shares are also in this case deemed a Good Subject to Retention of Title according to Section V No. 1.
5. The Customer must store a Good Subject to Retention of Title for Andercore. Upon request, Andercore must be allowed, at any time, to take inventory of and adequately mark such goods where they are stored. The Customer must promptly notify Andercore of any third-party attachment or other encumbrance affecting Andercore’s rights, providing such details necessary for Andercore to take action against such third party using all legal means possible.
6. The Customer may sell a Good Subject to Retention of Title (i) in the regular course of business, (ii) subject to its usual terms as well as to an agreement providing for retention of title and (iii) to the extent determined by Andercore, provided that the Customer’s claims under the resale transaction pass to Andercore pursuant to Section V Nos. 7-11.
7. The Customer hereby already assigns to Andercore its claims under the resale transaction of any Good Subject to Retention of Title, including agreements for work and services or for the supply of movable goods to be made or manufactured, along with any and all subsidiary rights, such claims serving as security for Andercore with respect to a Good Subject to Retention of Title to the same extent. The Customer must not assign such claims to third parties without Andercore’s prior written consent.
8. In the event that the Customer sells a Good Subject to Retention of Title along with other goods not supplied by Andercore, the assignment of the claim under the resale transaction is valid only in the sum of the effective amount of Andercore’s invoice for such goods at the time of delivery. In cases of the sale of goods co-owned by Andercore pursuant to Section V No. 3 or Section V No. 4, the claims’ assignment is valid in the amount of such co-ownership share.
9. In the event that the assigned claim is included in a current account, the Customer hereby already assigns to Andercore the amount of the balance corresponding with such claim, including the final balance under the current account.
10. Until further notice, the Customer is entitled to collect receivables under resale transactions pursuant to Section V Nos. 6-9.
11. In the event that the Customer fails to meet its obligations under these Terms and Conditions,
    • Andercore may prohibit the resale, treatment and/or processing of a Good Subject to Retention of Title as well as their combination or compounding with other goods;
    • Insofar as such failure constitutes a material breach of these Terms and Conditions, Andercore may – if necessary, after setting a reasonable grace period -withdraw from the agreement with the Customer, in which case (i) the Customer’s right to possess a Good Subject to Retention of Title lapses, (ii) Andercore may demand that such goods be returned, (iii) Andercore is entitled to enter the Customer’s premises, take possession of a Good Subject to Retention of Title at the Customer’s expense and, without prejudice to the Customer’s payment and other obligations, put them to the best possible use by either selling them in the open market or auctioning them off, applying the proceeds, as adjusted for related costs, to the Customer’s liabilities and disbursing any surplus to the Customer; and
    • the Customer must identify to Andercore upon request the debtors of the claims assigned to Andercore to enable Andercore to disclose the assignment and collect receivables; all proceeds to which Andercore is entitled under assignments must be disbursed to Andercore without delay upon receipt once Andercore’s claims against the Customer are due.
12. If the value of the security to which Andercore is entitled exceeds the total claims by more than 10%, Andercore is obligated, upon the Customer’s request, to release securities in the appropriate amount; the selection of securities to be released falls within Andercore’s discretion.

VI. Warranty for defects

1. The Customer holds claims based on defects only if and to the extent that it met its duties of examination and defect notification (Secs. 377, 381 of the German Commercial Code (“HGB”)). In the event that a defect is identified upon examination or at a later point in time, Andercore must be given written notice thereof immediately, whereby timely dispatch of the notice shall suffice to meet the deadline. If the Customer fails to properly discharge its duties of examination and/or defect notification, it forfeits any claims related to the defect not notified. This shall not apply insofar as such defect was undetectable during proper examination.
2. If the Customer must set an appropriate extension period in order to be able to assert rights against us, this extension period shall be at least (except in emergency cases) two (2) weeks.
3. Defects shall be remedied by Andercore, at Andercore’s option, through free-of-charge removal of defects (repair) or replacement.
4. If such remedial action fails, the Customer may, at its option, withdraw from the agreement or demand that the purchase price be adequately reduced.
5. Irrespective of circumstances, the Customer holds no claims based on defects if and to the extent that damages resulted from inapt or improper handling, improper installation or commissioning by the Customer or third parties, regular wear and tear, improper or negligent treatment or maintenance, inappropriate operating resources or substitute materials, poor construction work, unsuitable building areas or chemical, electrochemical or electrical interference, unless and to the extent that such circumstances are attributable to Andercore.
6. The Customer’s claims for damages or indemnification for expenditures incurred in vain are limited as set forth in Section VII and otherwise excluded.
7. The warranty period expires one (1) year from the delivery or upon acceptance if acceptance was agreed. This shortening of the statute of limitations shall not apply in case (i) of fraudulent intent, (ii) absence of a quality guaranteed by Andercore or (iii) if the Goods have been used, in accordance with their regular use, for a building and have caused its defectiveness. In such cases, solely the statutory warranty periods shall apply.

VII. Liability

1. Andercore bears unlimited liability for (i) damages resulting from injuries to life, body and health, which were culpably caused by Andercore, its legal representatives or agents, (ii) damages owing to the lack of properties and conditions warranted by Andercore and (iii) Andercore’s malicious acts. 
2. Andercore further bears unlimited liability for damages caused by Andercore, its legal representatives or agents intentionally or as a result of gross negligence. 
3. In cases of culpable violations of cardinal contractual obligations owing to slight negligence on the part of Andercore, its legal representatives or agents, Andercore’s liability is limited to the amount of foreseeable typical damages, save for the cases set forth in Section VII No. 1 or Section VII No. 4. In abstract terms, cardinal contractual obligations are such obligations as may (i) be needed for the agreement’s proper fulfilment and (ii) reasonably be relied upon by the parties to the agreement.
4. Any liability under the German Product Liability Act is not affected.
5. Any other liability on the part of Andercore is expressly excluded.
6. The period of limitation for claims for damages against Andercore is one (1) year from the delivery or upon acceptance if acceptance was agreed, excluding the cases set forth in Section VII No. 1, Section VII No. 2 or Section VII No. 4 for which the statutory period of limitation applies. 

VIII. Export Right

Andercore shall be released from an obligation stemming from and occurring in connection with the agreement if and insofar Andercore is or will be temporarily or permanently hindered from fulfilling such obligations due to the provisions of German, European or US export laws and/or fulfilment of such obligations is or will only be possible with risks in law or in fact. The Customer undertakes to provide all information and documents required for export or shipment. At Andercore’s own discretion, Andercore will undertake reasonable efforts to remove such obstacles or risks. Otherwise, such obstacles and/or risks are to be regarded as force majeure. In such cases, Andercore shall be entitled to reimbursement of (i) such expenses as Andercore has undertaken according to reasonable discretion in reliance upon the possibility of and/or absence of risk regarding the fulfilment of its duties, and (ii) such disadvantages as Andercore incurs due to the obstacles and/or risks in fulfilling such obligations. The parties will strive, to their best ability, to facilitate performance of such reimbursement.

IX. Miscellaneous

1. Disputes arising from or in connection with the agreement are settled by the courts of Berlin or, at Andercore’s option, those with jurisdiction over the location of the Customer’s registered offices, for lawsuits of the Customer exclusively Berlin. Applicable mandatory law on exclusive jurisdiction is not affected. 
2. Unless agreed otherwise, the place of performance is the location of Andercore’s registered offices.
3. Unless agreed otherwise, German law applies to the exclusion of provisions of international private law. “The United Nations Convention on Contracts for the International Sale of Goods” (“CISG”) as well as any other, including future, bilateral or international treaties do not apply, even after being ratified.
4. The Customer must not set off counter-claims or withhold payments on account of such claims unless its counter-claims are undisputed or have been effectively established.
5. The Customer is not entitled to assign to third parties claims against Andercore under the agreement without Andercore’s prior written consent. Excluded from this are monetary claims.
6. For purposes hereof, transactions with businesses are no different than transactions with legal entities or special funds under public law.