General Sales Terms and Conditions
§ 1 Scope
(1) These terms and conditions apply to entrepreneurs, corporate bodies
under public law or special assets underpublic law according to § 310 (1) BGB.
Any other deviating conditions of the Buyer will be subject to our prior written consent.
(2) These terms and conditions will also apply to any future
business relations with the Buyer as long as it is a related transaction.
§ 2 Offer and Conclusion of Agreement
If an order is considered an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Documentation
Any documentation furnished to Buyer by Seller in conjunction with the order,
like calculations, drawings etc., remains our property and intellectual property.
This documentation must not be disclosed to third parties unless agreed
otherwise and explicitly in written form. If we do not accept the offer of the
Buyer within the period stated in § 2, the documentation must be returned to
§ 4 Prices and Payment Terms
(1) Unless stated otherwise, our prices are ex works and do not include packaging.
Applying VAT is added. Costs for packaging are invoiced separately.
(2) The payment of the purchasing price must be made to the indicated account.
Any discount may only be deducted if agreed in writing.
(3) Unless agreed otherwise, the invoice must be settled within 30 days after
delivery or after 7 days with a discount of 2%.We credit default interests at a
rate of 8% above the according basic interest rate p.a. We reserve the right
to claim the payment of any higher damage caused by delay.
(4) Unless fixed prices were agreed, we may change our prices appropriately
due to varying labour, materials and sales costs for deliveries which are made
3 months or more after conclusion of contract.
§ 5 Set-Off and Right of Lien
The right to set-off on behalf of the Buyer only applies if established as final
and absolute or undisputed. Right of lien only applies if the Buyer’s counterclaim
is based on the same contractual relationship.
§ 6 Delivery time
(1) The start of the indicated delivery time requires the timely and
correct fulfillment of the Buyer’s duties. The defence of lack of performance
of contract remains reserved.
(2) In case of default of acceptance on behalf of the Buyer or in case of
the violation of any other obligation to cooperate we are authorised to claim
compensation for any arising damage, including any possible additional
expenditure. Further claims remain reserved. If the above mentioned conditions
apply, the risk of a accidental perishing or accidental impairment of the goods is
transferred to the Buyer at the time the Buyer defaults to accept or defaults as debtor.
§ 7 Passing of Risk upon Dispatch
When the goods are dispatched upon the order of Buyer the risk of accidental
perishing or accidental impairment is passed to the Buyer upon dispatch and
upon leaving works/warehouse at the latest. This stipulation applies irrespectively
of where the goods are dispatched or who pays freight costs.
§ 8 Reservation of Proprietary Rights
(1) We reserve all proprietary rights to any goods delivered until all claims
resulting from the contract are paid. This also applies to all future deliveries,
even if not always stated explicitly. We are entitled to retract the delivered
goods if the Buyer does not conduct according to contract.
(2) As long as the ownership has not passed to the Buyer, the Buyer is obliged
to treat the goods carefully. If maintenance or inspection tasks are necessary,
the Buyer is obliged to execute them in time. As long as proprietary rights
have not passed to the Buyer, the Buyer must inform us immediately if the
delivered goods are seized or subject to any other intrusion by third parties.
If the third party is unable to pay judicial and extra judicial costs of a legal
dispute according to § 771 ZPO, the Buyer is liable for our losses.
(3) The Buyer is entitled to resell qualified goods in ordinary course of business.
Already now the Buyer assigns the claims of the receivables of the accepter
resulting from reselling the qualified goods, to us, the amount being defined by
the agreed grand total including VAT. This assignation applies irrespectively of
whether the object of purchase is resold without or after processing. The Buyer
remains entitled to collect the debt claim even after the assignation.
Our entitlement to collect the claim ourselves shall remain unaffected hereof.
We shall, however, not collect the debt claim, as long as the Buyer discharges
their payment obligations and does not propose a motion for insolvency procedures
or terminates payments.
(4) Processing and altering the object of purchase by the Buyer shall always be on
our behalf and request. In this case, the Buyer’s expectant right to the object of
purchase is carried forward to the modified object. If the object of purchase is processed
with other objects that do not belong to us, we acquire co-ownership of the new object in
relation of the objective value of our object of purchase to the other processed objects at
the time of processing. The same applies in case of compounding. If the object of the
Buyer must be considered the main component it is stipulated that we are assigned
proportionate co-ownership. The Buyer shall keep the thus resulting sole or co-ownership
safe for us. In order to safeguard our debt claims, the Buyer also assigns those claims
to us that accrue from their interconnection of the qualified goods with estate against a
third party. We already accept this assignation now.
(5) We commit ourselves to declassify the collateral security due to us upon demand of
the Buyer if its value exceeds the debt claims that are to be secured by more than 20%.
§ 9 Warranty, Notice of Defects and Regress
(1) Before the Buyer’s warranty rights apply, the Buyer must act according to §377 HGB.
(2) Warranty claims fall under the statute of limitation 12 month after delivery of
our consignment to the Buyer. The aforementioned stipulations do not apply if § 438
Abs. 1Nr. 2 BGB (Bauwerke und Sachen für Bauwerke), §479 Absatz 1 BGB (Rückgriffsanspruch)
und § 634a Absatz 1 BGB (Baumängel) stipulate longer terms. Before returning goods,
our approval must be obtained.
(3) If despite all due care the goods delivered should display a fault that had already
existed before passing the risk, we shall mend the object according to our choice or
supply replacement under reserve of notice of defects in due time. We shall always
have the opportunity to perform supplementary within appropriate due time. Regress
claims are not affected by the aforementioned.
(4) If the supplementary performance fails, the Buyer shall be entitled to withdraw
from the contract or to reduce payment, irrespective of possible compensation claims.
(5) Claims to damages do not arise from merely minor deviations from the agreed
condition or from only minor impairment of usability, from natural wear or from damages
that result from inaccurate or negligent treatment, abuse, inappropriate equipment,
inaccurate construction work, inappropriate building ground or from particular outside
influence that is not presupposed by the contract. If the Buyer or third parties carry
out improper maintenance tasks or alterations, neither these nor the resulting consequences
are subject to claims to damages.
(6) Buyer’s claims regarding necessary expenses for the supplementary performance,
particularly transportation, toll, labour and material costs, are excluded if the expenses
increase because the goods delivered by us were subsequently transported to a place
other then the premises of the Buyer, unless the transportation complies with the
(7) The Buyer’s regress claims toward us only apply as far as the Buyer and their
accepter do not agree on an arrangement that exceeds the legally compulsory claims
to damage. Regarding the scope of regress claims of the Buyer towards the Supplier
paragraph 6 applies accordingly.
§ 10 Miscellaneous
(1) This agreement and the entire privity of the parties is subject to the laws of
the Federal Republic of Germany. Application of the UN Convention on Contracts
for the International Sale of Goods shall be excluded.
(2) Place of performance and exclusive place of jurisdiction for any disputes
arising from this contract is our business location, if not stated otherwise in the
confirmation of the order.
(3) All stipulations agreed on by the two parties in order to execute this agreement
are written down in this contract.
(4) If individual stipulations of this contract are or become invalid or contain a loophole,
the remaining stipulations shall not be affected. To replace the void stipulation,
the parties pledge to agree on a legal stipulation that resembles the intended economic
purpose of the void stipulation or that removes the loophole.
(5) The German version of the Terms and Conditions applies.