1. scope of application
1.1 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 Section 310 (1) of the German Civil Code (BGB). Any terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale shall only apply if we have confirmed them or if they formed the basis of our offer.
1.2 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 nature.
1.3 Individual agreements made with the Buyer in individual cases (including side agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof of the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks.
3. documents handed over
We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order – also in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. Insofar as we do not accept the orderer’s offer within the period stipulated in section 2, these documents must be returned to us immediately.
4 Prices and payment
4.1 Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate. Costs of packaging shall be invoiced separately.
4.2 Payment of the purchase price shall be made exclusively to the account stated overleaf. The deduction of a discount is only permissible with a special written agreement.
4.3 Unless otherwise agreed, the purchase price shall be payable within 21 days of the invoice date.
Interest on arrears shall be charged at a rate of 9% above the respective base interest rate per annum. We reserve the right to claim higher damages for default.
4.4 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 Rights of retention
The client is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
6. delivery time
6.1 The commencement of the delivery period stated by us shall be subject to the timely and proper fulfilment of the client’s obligations. We reserve the right to plead non-performance of the contract.
6.2 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. If the above conditions are met, 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 the customer is in default of acceptance or debtor’s delay.
6.3 In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the value of the delivery, but not more than 15% of the value of the delivery.
6.4 Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
7 Transfer of risk in case 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 Retention of title
8.1 We retain title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this.
8.2 As long as ownership has not yet passed to the customer, the customer is obliged to treat the object of sale with care.
8.3 As long as ownership has not yet passed to the customer, the customer must inform us immediately in writing if the delivered item is seized or otherwise subject to intervention by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extra-judicial costs of an action in accordance with § 771 ZPO (Code of Civil Procedure), the principal shall be liable for the loss incurred by us.
8.4 The customer is entitled to resell the reserved goods in the normal course of business. The customer already now assigns to us the claims against the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have 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 remains unaffected by this. However, we shall not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.
9 Warranty and notice of defects as well as recourse/manufacturer recourse
9.1 The customer’s warranty rights are subject to the condition that he has duly complied with his obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
9.2 Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to the customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on a deliberate or negligent breach of duty by the user.
Insofar as longer periods are prescribed by law in accordance with § 438 para. 1 no. 2 BGB (buildings and things used for a building), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (defects of a building), these periods shall apply. Our consent must be obtained before any goods are returned.
9.3 If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse shall remain unaffected by the above provision without restriction.
9.4 If the subsequent performance fails, the customer may – irrespective of any claims for damages – withdraw from the contract or reduce the remuneration.
9.5 Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If improper modifications are made by the client or third parties, no claims for defects shall exist for these and the resulting consequences.
9.6 Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s place of business, unless the transfer corresponds to their intended use.
9.7 The customer shall only have a right of recourse against us insofar as the customer has not concluded any agreements with its customer that go beyond the statutory mandatory claims for defects. Furthermore, clause 9.6 shall apply accordingly to the scope of the customer’s right of recourse against the supplier.
10 Miscellaneous
10.1 This contract and the entire legal relationship 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).
10.2 The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
10.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
