General terms and conditions of sale
§ 1 Scope of application
(1) These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 Paragraph 1 BGB (German Civil Code). We shall only recognise any terms and conditions of the customer which conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
(2) These Terms and Conditions of Sale shall also apply to all future business transactions with the customer, insofar as these are legal transactions of a related kind.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.
§ 3 Documents handed over
We reserve ownership rights and copyrights to all documents handed over to the customer in connection with the placing of the order, such as calculations, drawings, etc.. These documents may not be made accessible to third parties, unless we give our express written consent to the customer to do so. If we do not accept the customer's offer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate. Packaging costs shall be invoiced separately.
(2) Payment of the purchase price shall be made exclusively to the account stated overleaf. The deduction of a discount is only permissible if a special written agreement has been made.
(3) Unless otherwise agreed, the purchase price shall be paid within 30 days after delivery or after 7 days with 2% discount. Interest on arrears shall be charged at a rate of 8% p.a. above the respective base interest rate. The assertion of a higher damage caused by default remains reserved.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
§ 5 Set-off and retention rights
The customer shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. The customer shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
(1) The commencement of the delivery period stated by us shall be subject to the timely and proper fulfilment of the Purchaser's obligations. We reserve the right to plead non-performance of the contract.
(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. Insofar as the above conditions exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which he is in default of acceptance or debtor's delay.
§ 7 Passing of risk in the event of shipment
If the goods are dispatched to the Customer at the Customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon dispatch to the Customer, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Reservation of title
(1) We reserve the title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of purchase if the customer behaves contrary to the terms of the contract.
(2) The customer is obliged to treat the object of sale with care as long as ownership has not yet passed to him. If maintenance and inspection work must be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the customer's claims arising from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the object of sale has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments.
(4) The processing and treatment or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and stores the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer also assigns to us such claims which accrue to him against a third party through the combination of the reserved goods with a piece of land; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
(1) Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to examine the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) Warranty claims expire 12 months after delivery of the goods delivered by us to our customer. The above provisions shall not apply if the law pursuant to § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 479 para. 1 BGB (right of recourse) and § 634a para. 1 BGB (construction defects) prescribes longer periods. Our consent must be obtained before any goods are returned.
(3) If, despite all due care taken, the delivered goods exhibit a defect which existed at the time of the transfer of risk, we shall, at our option and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
(4) If the supplementary performance fails, the customer may - notwithstanding any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Warranty claims shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences not provided for in the contract. If improper repair work or modifications are carried out by the purchaser or third parties, no claims based on defects shall exist for these and the resulting consequences either.
(6) Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded insofar as such expenses increase because the goods delivered by us were subsequently taken to a location other than the purchaser's branch office, unless such transport corresponds to their intended use.
(7) The customer shall only have a right of recourse against us to the extent that the customer has not entered into any agreements with his customer that go beyond the legally mandatory claims based on defects. Paragraph 6 shall also apply mutatis mutandis to the scope of the Customer's right of recourse against the Supplier.
§ 10 Other
(1) This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract.
(4) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.