General conditions of sale
1. Our conditions of sale apply exclusively to all contracts, deliveries and services. Deviations are only valid for the individual case, they require our written confirmation. Our conditions of sale also apply if we carry out the delivery to the customer in knowledge of deviating conditions of the customer. Our terms of sale also apply to all future business with the customer.
2. Our conditions of sale apply only to entrepreneurs in the sense of § 310 Abs. 1 BGB.
II. Offer and order acceptance
1. Our offers are non-binding.
2. Illustrations, brochures, directories, advertising pamphlets, drawings, etc. concerning our goods and the data and technical features contained therein are only approximate if they are not expressly designated as binding by us. We reserve the right to change the construction and the execution.
3. A delivery contract is concluded with our acceptance of the order or by execution of the delivery.
The prices mentioned in our price lists, offers and order confirmations are daily prices. Our prices are ex works or ex warehouse. The legal sales tax is not included in the price. Debtor of a possibly resulting import sales tax is the customer.
IV. Delivery, transfer of risk
1. Delivery and shipment are ex works or warehouse at the risk of the customer, even if agreed carriage-paid delivery. The risk passes with the loading or, if collection is agreed, with the provision to the customer.
2. We are entitled to partial deliveries.
3. If we have a delivery date or a delivery period assured and / or we are in default with the delivery, the customer must set in writing a reasonable grace period with a threat of refusal. After fruitless expiry of this grace period, the customer is entitled to withdraw from the contract because of the amount that are not reported as ready for despatch until expiry of the grace period.
4. For custom-made items, excess deliveries or small quantities of up to 10% can not be objected to.
V. Complaints, warranty, liability
1. Obvious deviations in quantity from the contents of the shipping documents are only recognized if they have been confirmed in writing by the carrier or his staff. Obvious defects must be reported to us in writing no later than one week after receipt of the goods. In addition, the customer has the duty to inspect and complain. To comply with §§ 377, 378 HGB.
2. In the case of justified complaints, we are entitled to remedy the defect or provide replacement at our discretion. If we are not in a position to remedy the defect or replacement within a reasonable period of time or the defect removal or replacement fails, the customer is entitled to withdraw from the contract or demand a reduction of the purchase price.
3. If the customer chooses to withdraw from the contract after failed supplementary performance, he is not entitled to any claim for damages due to the defect.
4. If the customer chooses to pay damages after failed supplementary performance, the goods remain with him, if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have fraudulently caused the breach of contract.
5. Claims for damages due to a defect are excluded insofar as we are only liable to a slightly negligent breach of minor contractual obligations. Incidentally, our liability for slightly negligent breaches of duty is limited to foreseeable, contract-typical, direct average damage according to the type of goods. These limitations of liability also apply to slightly negligent breaches of duty by our representatives or vicarious agents. They do not apply to injury to life, body or health attributable to us.
6. The limitation period is 1 year from the transfer of risk.
7. Goods offered by us as a special item are delivered without any warranty whatsoever. Subsequent improvement, subsequent delivery, withdrawal, reduction or damage claims are excluded.
8. The limitation of liability according to paragraph 5 extends, irrespective of the legal nature of the claim, to all claims for damages beyond the liability for defects. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for material damage.
9. Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.
VI. Payment, set-off and disclaimer, default
1. Unless otherwise stated in the order confirmation, our invoices are due for payment within 30 days of the invoice date. The legal rules regarding the consequences of late payment apply.
2. The deduction of discount requires special written agreement.
3. Bills of exchange must be agreed separately. Discount charges and bank charges are to be reimbursed by the customer immediately net.
4. The customer is only entitled to offsetting rights if his counterclaims are legally established, undisputed or acknowledged by us. The customer is only authorized to exercise a right of retention or refusal of performance insofar as his counterclaim is based on the same contractual relationship.
5. If the customer is completely or partially in arrears with the payment of a due invoice or if we become aware of circumstances that make our claim against the customer endangered, we are entitled to make any further delivery dependent on the advance payment or the securing of the purchase price , In this case, all outstanding invoices become due immediately, we are entitled to prohibit the customer from reselling the goods delivered by us and to take possession or ensure the goods still available to the customer. The customer is obliged to give us information about the stock of our goods still in his power of disposal and to allow us to check his warehouse. In the withdrawal by us is no withdrawal from the contract. After taking back the goods, we are authorized to use them free of charge. The proceeds of the sale less reasonable exploitation costs shall be credited towards the liabilities of the customer.
VII. Retention of title
1. We reserve title to the goods delivered by us until all claims against the customer arising from the business relationship, including future claims, have been settled. This also applies if individual or all claims have been included in a current account and the balance has been drawn and recognized. When accepting bills of exchange or checks, the effect of fulfillment occurs only when they are redeemed.
2. The customer is only entitled to resell the reserved goods in the ordinary course of business against the assignment of all claims arising from the resale against his customers or against third parties. The customer hereby assigns in full the claims arising from the resale to us. The customer is authorized until further notice to collect us assigned claims. This does not affect our power to collect the receivables ourselves, but we undertake not to collect the claims as long as the customer duly fulfills his payment and other obligations. We have the right that the customer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors of the assignment.
3. Any processing or processing of the reserved goods is undertaken by the customer for us, without any obligations arising therefrom. In the case of processing, combining, blending or mixing the reserved goods with other goods not belonging to us, co-ownership of the new goods is in proportion to the value of the reserved goods to the other processed goods.
Goods at the time of processing, compounding, mixing or mixing. If the customer acquires sole ownership of the new item, we agree with the customer that the customer grants us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended reserved goods and stores them free of charge for us.
4. The customer must notify us immediately in writing of garnishment or other interventions by third parties in the reserved goods.
5. The customer is obliged to adequately insure the reserved goods at his own expense against fire, water and theft.
6. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of securities to be released is incumbent on us.
Returns are only accepted if they have been previously notified in writing and a delivery note is enclosed. Returns must always be sent free of charge. For justified returns, a credit note can only be made for the goods.
IX. Place of performance, jurisdiction, choice of law
1. Place of fulfillment and jurisdiction is our place of business.
2. Only the law of the Federal Republic of Germany shall apply to the contractual relationship with the customer. The application of the United Nations Convention on the International Sale of Goods (CISG) is also excluded if the customer has a seat abroad.
X. Final provisions
Should individual provisions of these terms of sale be or become ineffective in whole or in part or have a gap, this will not affect the validity of the remaining provisions. In place of the ineffective provisions or to fill the gap, an appropriate provision should come into effect which comes closest to what the parties intended or would have wanted if they had considered the point.