General Terms and Conditions
§ 1 General - Scope of Application
(1) Our Terms and Conditions of Sale shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we make delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 310 (1) of the German Civil Code (BGB).
§ 2 Offer - Offer Documents
(1) If the order is to be qualified as an offer according to § 145 BGB, we may accept it within 2 weeks.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as "confidential". The customer must obtain our express written consent before passing them on to third parties.
§ 3 Prices - Terms of Payment
(1) Unless otherwise stated in the order confirmation, our prices shall apply "ex works", excluding packaging; this shall be invoiced separately.
(2) The statutory value-added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount shall require a special written agreement.
(4) Unless otherwise stated in the order confirmation, the net purchase price (without deductions) shall be due for payment within 30 days of the invoice date. The statutory regulations concerning the consequences of default in payment shall apply.
(5) The Customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 4 Delivery time
(1) The start of the delivery period stated by us shall be subject to clarification of all technical issues.
(2) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract.
(3) If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights shall remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
(5) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that its interest in the further performance of the contract has ceased to exist.
(6) Furthermore, we shall be liable in accordance with the statutory provisions insofar as the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) Furthermore, in the event of a delay in delivery, we shall be liable for each full week of delay within the framework of a lump-sum compensation for delay in the amount of 3% of the value of the delivery, but not more than 15% of the value of the delivery.
(9) Further legal claims and rights of the customer remain reserved.
§ 5 Transfer of risk - packaging costs
(1) Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
(2) Separate agreements shall apply to the return of packaging.
(3) If the customer so desires, we shall cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the customer.
§ 6 Liability for defects
(1) Claims for defects on the part of the customer shall be subject to the condition that the customer has duly complied with its obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(2) Insofar as the purchased item is defective, the Customer shall be entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was taken to a place other than the place of performance.
(3) If the supplementary performance fails, the customer shall be entitled, at its option, to demand withdrawal from the contract or a reduction in price.
(4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, too, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) An essential contractual obligation shall be deemed to exist if the breach of duty relates to an obligation on the fulfillment of which the customer relied and was entitled to rely.
(7) Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.
(8) Unless otherwise stipulated above, liability is excluded.
(9) The period of limitation for claims for defects shall be 12 months, calculated from the transfer of risk.
(10) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it amounts to five years, calculated from the delivery of the defective item.
§ 7 Joint and Several Liability
(1) Any further liability for damages than provided for in § 6 shall be excluded, irrespective of the legal nature of the asserted claim. This shall apply in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for damage to property pursuant to § 823 BGB.
(2) The limitation according to subsection (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for damages.
(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.
§ 8 We retain title to the goods delivered by us until they have been paid for in full.
If the customer processes or remodels the goods delivered by us, this shall be done exclusively for us, without any obligations arising for us as a result. In the event that the goods delivered by us are processed or mixed by the customer or on his behalf, we shall acquire a co-ownership share in the new item in the ratio of the value of the goods delivered by us to the other processed/mixed goods at the time of processing/mixing.
The customer shall be permitted, in the ordinary course of business, to resell the goods delivered by us and/or the new items produced from the processing/mixing of the goods delivered by us and to transfer title thereto to the purchaser. In this case and in order to compensate for the loss of the property reserved for us to secure our claims against the end customer, the customer already now assigns his claim from these resales in the amount in which the secured claim including VAT still exists at the time of the respective resale. We accept this assignment already now. The purchaser shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the purchaser 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 the customer has suspended payments insofar as we decide to make use of the authority to collect the claims, the customer shall disclose the assignment of the claim to his debtors and provide us with all information necessary for the collection of the claims. In particular, the customer shall name the debtors as well as the claims existing against them and hand over the relevant documents to us.
§ 9 Place of Jurisdiction - Place of Performance
(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.