General Terms of Sale and Delivery

§ 1 Validity of the Conditions

  1. Our deliveries, services and offers in business transactions between merchants are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed upon again or referred to by us. Our terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations of the contractual partner with reference to his terms of business or purchase are herewith explicitly rejected.
  2. The law of the Federal Republic of Germany shall apply, however, with the exception of the UN Convention on Contracts for the International Sale of Goods and the European Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
  3. Deviations from these terms and conditions shall only be effective if confirmed by us in writing. This shall also apply to the cancellation of this written form requirement.

§ 2 Offer and Conclusion of Contract

  1. Our offers are always subject to confirmation and non-binding. All contracts are only concluded on the basis of our written confirmation. The same applies to supplements, amendments or subsidiary agreements. The scope of delivery only includes the services listed in the written order confirmation. The order confirmation must be checked immediately by the customer, in particular for completeness of the products and services offered. If the customer does not fulfil this obligation or does not fulfil it immediately, the customer shall be liable for any damage arising as a result. In this case, we shall also be entitled to charge separately for any additional expenses incurred in accordance with the applicable price list.
  2. Drawings, illustrations, dimensions, material specifications and other performance data are only binding if expressly agreed. Offer documents such as brochures, drawings and material data remain our property. They are subject to copyright protection. They must not be disclosed to third parties.
  3. Our sales personnel is not authorised to either make verbal subsidiary agreements beyond the content of the written contract or to give any verbal assurances.

§ 3 Prices

  1. Unless otherwise stated, we shall be bound by the prices stated in our offers for 30 days from the date of the offer. The prices stated in our written order confirmation plus the respective statutory value-added tax shall be decisive, unless otherwise stated. Additional deliveries and services shall be invoiced separately.
  2. Our prices are stated net ex works and do not include packaging, loading, freight, customs duties, insurance or assembly.
  3. We charge the prices agreed upon at the time of conclusion of the contract, which are based on the cost factors valid at that time. Should these cost factors, such as raw material prices, wages and energy, change between conclusion of the contract and delivery, we shall be entitled to adjust the prices accordingly at our reasonable discretion.
  4. In the event of errors in the customer's layout or in the (planning) drawing approved by the customer, we shall be entitled to recalculate any additional expenditure. If, during the planning phase of an order, changes and/or adjustments occur which lead to higher expenses, we shall inform the customer immediately of the resulting additional expenses and invoice them in the final invoice. We will send the customer a supplementary order confirmation, which the customer must confirm in writing within 14 days. If the customer refuses to bear the additional costs or if the customer does not confirm the supplementary order confirmation within 14 days, the customer shall only be entitled to the services contained in the original order confirmation. If the customer withdraws from the contract, he shall bear the costs already incurred.

 

§ 4 Time of Delivery and Performance

  1. The delivery dates and periods stated by us are not binding and are always to be regarded as approximate, unless expressly agreed otherwise in writing.
  2. Binding delivery periods promised by us shall commence from receipt of the order confirmation by the customer, but not before complete clarification of all details of the order, provision of the documents or materials to be procured by the customer, approvals, releases and/or receipt by us of an agreed down payment.
  3. Agreed delivery dates and deadlines refer to the time of completion in our works and are deemed to have been met upon notification of readiness for dispatch.
  4. If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses, without waiving any further claims. In this case, the risk of accidental loss or accidental deterioration of the object of the contract shall pass to the customer.
  5. In the event that we are responsible for non-compliance with bindingly agreed deadlines due to intentional or grossly negligent actions, the customer shall be entitled to compensation for the damage demonstrably caused to him by our delay. Further claims of any kind due to delay in delivery are excluded.
  6. We shall be entitled to make partial deliveries and render partial services at any time.

§ 5 Transfer of Risk and Acceptance

  1. The risk passes to the customer at the latest with dispatch of the delivery parts. This shall also apply if partial deliveries are made or if we have taken over other services, e.g. dispatch, delivery or installation.
  2. If dispatch is impossible or delayed through no fault of our own, the risk shall pass to the customer upon notification of readiness for dispatch.
  3. The delivery items to be shipped or to prepared to be shipped shall only be insured at the customer's request and against payment of the costs incurred if this has previously been agreed in writing between us and the customer.
  4. Goods reported ready for dispatch by us must be called up or collected immediately by the customer. If the customer defaults on the call or collection, we shall be entitled to store the goods reported ready for dispatch at the customer's expense and risk. Additional costs incurred due to storage shall be borne by the customer. Items delivered by us are to be accepted by the customer without prejudice to his rights under § 6 of the terms and conditions of sale and delivery, even if they show insignificant defects.

§ 6 Warranty and Liability

  1. We guarantee that our products are free from material defects and defects of title. The warranty period for business transactions between entrepreneurs is 12 months, beginning with the delivery date.
  2. The customer's rights with respect to defects require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Obvious defects or transport damage as per § 438 (1) HGB must be reported to us immediately upon delivery. Hidden defects or transport damage as per § 438 (2) HGB must be reported to us within 7 days after delivery.
  3. No warranty shall be accepted for damages caused by unsuitable or improper use, faulty assembly by the customer or third parties, normal wear and usual wear and tear, faulty or negligent treatment, excessive strain, unsuitable operating materials, defective construction work, unsuitable building site, chemical, electrochemical or electrical influences (insofar as we are not responsible for them), improper modifications or repair work carried out by the customer or third parties without our prior consent.
  4. If the subject matter of the contract is defective, we shall be entitled, at our discretion, to rectify this in the form of remedy of the defect or delivery of a new defect-free item. In the event that the defect is remedied, we shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs, provided that these are not increased by the fact that the subject matter of the contract has been moved to a location other than the place of performance. If the customer demands that warranty work be carried out at a different location determined by him, the customer shall bear the additional costs incurred as a result. If the rectification fails, the customer shall be entitled, at his discretion, to either withdraw from the contract or demand a reduction in the purchase price.
  5. In the event that we carry out rectification work, the warranty period shall only be extended by the duration of the successfully carried out rectification work.
  6. Warranty claims against us can only be made by the direct customer and may not be assigned to third parties.
  7. When the customer makes claims for damages based on intent or gross negligence, including intent and gross negligence of our representatives and vicarious agents, we shall be liable in accordance with the statutory provisions. Insofar as we are not accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damages.
  8. In the event we culpably breach an essential contractual obligation, we shall be liable in accordance with the statutory provisions; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage. Irrespective of this, we are entitled to deliver missing parts at our expense. The customer is not entitled to refuse acceptance on the basis of insignificant defects, to withdraw from the contract and to claim damages.
  9. Liability for culpable injury to life, limb and health shall remain unaffected; this shall also apply to mandatory liability in accordance with the Product Liability Act.
  10. Unless otherwise agreed above, liability is excluded.

  11. The statute of limitation in case of delivery recourse according to §§ 478, 479 BGB remains unaffected; it is 5 years, calculated from delivery of the defective item.

§ 7 Retention of Title

  1. All delivered goods shall remain our property until all claims have been satisfied, in particular the respective balance claim to which we are entitled against the customer for whatever legal reason. In the event of breach of contract by the customer, in particular default in payment, we shall be entitled, after setting a reasonable deadline, to take back the delivered goods. The taking back of the goods by us does not constitute a withdrawal from the contract. After taking back the goods, we shall be entitled to sell them. The proceeds from the sale shall be set off against the customer's liabilities - less reasonable selling costs.
  2. The goods delivered by us remain our property. Processing, mixing or transformation shall always be carried out for us as manufacturer, but without any obligation on our part. The processed goods shall be regarded as reserved goods. If our ownership or co-ownership expires as a result of combination, it is hereby agreed that we shall be entitled to the ownership or co-ownership of the customer in the uniform new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. The customer shall hold our property or co-ownership in safe custody free of charge.
  3. The customer may only sell reserved goods in the ordinary course of business and as long as he is not in default with respect to us. The claims arising from the resale of goods subject to retention of title are hereby assigned to us. If the reserved goods are sold together with other goods not delivered by us, the assignment of the claim from the resale shall only apply to the amount of the invoice values stated in our invoices (including value added tax) of the reserved goods sold in each case. In the event of the resale of goods in which we have co-ownership shares pursuant to paragraph 2 above, the assignment of the claim shall apply in the amount of the co-ownership shares. The assigned claims serve as security to the same extent as the reserved goods. Upon our request, the customer shall disclose the assignment and provide us with the necessary information and documents.
  4. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this matter, the customer shall be liable for these.
  5. The customer is entitled to collect claims from the resale until this authorisation is revoked by us, which is permissible at any time. We undertake not to revoke the direct debit authorisation as long as the customer meets his payment obligations from the proceeds received and no application has been made for the opening of insolvency proceedings or payments have been suspended. When we declare the revocation of the direct debit authorisation for justifiable reasons, we can demand that the contractual partner informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
  6. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10 %; the selection of the securities to be released shall be made at our discretion.

 

§ 8 Payment

  1. Unless otherwise agreed, our invoices are payable within 14 days with 2% discount and within 30 days without deduction. The aforementioned periods within which the invoice amounts must have been received by us shall be understood as from the invoice date. We shall be entitled, despite any provisions of the buyer/customer to the contrary, to first set off payments against the buyer's older debt. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the principal claim.
  2. Timeliness of payment is determined by time the funds are received or have been credited unconditionally to the accounts designated by us in the order confirmation. Acceptances, bills of exchange and cheques do not count as payment, but are always only accepted on account of performance.
  3. Any discounts granted by us shall cease to apply if the invoice amount is not finally available to us no later than 30 days after the invoice date.

  4. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, the customer shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

  5. If the customer is in default of payment, we shall be entitled to charge interest from the relevant point in time at the rate charged by commercial banks for open overdraft facilities, but at least 8% above the respective base rate. Interest shall be set at a lower rate if the customer proves that our charges are lower. Proof of a higher damage provided by us is permissible.

  6. If circumstances become known which, according to our proper commercial discretion, are apt to reduce the creditworthiness of the customer - in particular the rejection of the cover note by our commercial credit insurance, enforcement measures against the customer or application for insolvency proceedings against the customer's assets - we shall be entitled, without prejudice to further statutory rights, to refuse outstanding deliveries until payment for the outstanding delivery has been made or security has been provided. After unsuccessful expiry of a reasonable grace period for payment of the remuneration or provision of the security, we shall be entitled to withdraw from the contract.

  7. The customer agrees to the offsetting of his claims and liabilities against us and  companies affiliated with us.

§ 9 Jurisdiction, Severability

  1. If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to initiate legal procedures against the customer at his place of business.
  2. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
  3. Should a provision of these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.