General Terms and Conditions
1.1) Our sales conditions apply exclusively. We will not recognize contrary terms and conditions, or conditions different from our sales conditions, of the customer, unless we have expressly agreed to their validity in writing. These sales conditions also apply if we unconditionally execute the delivery with the knowledge of contradictory terms and conditions, or conditions different from our sales conditions, of the customer.
1.2) Our sales conditions apply only with regard to companies in terms of § 310, Paragraph 1 BGB (German Civil Code).
1.3) Our sales conditions also apply to all future business dealings with the customer.
§ 2 Proposal, Proposal Documents
2.1) Our proposal is non-binding, provided that nothing to the contrary arises from the order confirmation.
2.2) We reserve proprietary rights, and copyright, on all images, drawings, calculations, and other documents. This applies, in particular, also to written documents labelled as “confidential”. Such documents may only be passed along to third parties with our express written consent.
§ 3 Prices and Terms of Payment
3.1) Our prices are calculated “ex works”, including packaging, unless otherwise expressly agreed.
3.2) With express and urgent shipments, which are prompted by the customer, the difference in the price from a regular cargo shipment is the customer’s responsibility.
3.3) We reserve the right to change our prices accordingly, if after conclusion of the contract reduced costs, or increased costs, arise, for example, as a result of wage settlements, changes in the price of materials, or changes in the exchange rate. Evidence of such changes will be provided to the customer upon request.
3.4) The statutory value-added tax is not included in our prices. It will be separately shown on the invoice, in the amount required by law on the day of invoicing.
3.5) The deduction of a discount requires a special written agreement.
3.6) Unless the order confirmation/invoice states otherwise, the purchase is due and payable within 30 days from date of invoice. A payment shall only be deemed as made, if we can dispose over the amount.
3.7) The customer has a right to offset only if his/her counterclaim is legally recognized, uncontested, or recognized by us.
§ 4 Delivery Time
4.1) The start of the delivery time specified by us requires the clarification of all the existing technical and logistical questions in connection with the delivery. 4.2) Compliance with the obligation to deliver requires the timely, and proper, fulfilment of the customer’s obligations. The defence for non-fulfilment of contractual obligations remains reserved.
4.3) If the customer comes into default of acceptance, or if he/she culpably neglects other duties to cooperate, we are entitled to demand that the resulting damages, in this respect, including any additional expenses, be replaced. Additional claims remain reserved.
4.4) Provided that the pre-requisites from Number 3.) are met, the risk of accidental destruction, or accidental deterioration, of the purchased goods is transferred to the customer at that point in time in which he/she has come into default of acceptance, or debtor’s delay.
4.5) We are also liable, in accordance with legal regulations, insofar as the delayed delivery, for which we are responsible, rests on the culpable violation of an essential contractual obligation. In such a case, however, the liability for compensatory damages is limited to the foreseeable, typically occurring damages.
4.6) Additional legal claims and rights of the customer remain reserved.
4.7) Furthermore, we are liable in the event of delayed delivery for every complete week of delay, within the framework of a compounded compensation for delayed completion, in the amount of 3% of the delivery value, but with a maximum of 15% of the delivery value.
4.8) Additional legal claims and rights of the customer remain reserved.
§ 5 Transfer of Risk
5.1) Provided that nothing to the contrary arises from the order confirmation, delivery “ex works” is agreed.
5.2) Should the customer so desire, we will cover the delivery with transport insurance. The expenses incurred as a result are the customer’s responsibility.
§ 6 Liability for defects
6.1) The customer’s rights arising from defects in the products require that he/she duly fulfills his/her inspection and defect obligations in accordance with § 377 HGB (Code of Commercial Law).
6.2) Insofar as a defect of the purchased goods exists, we are entitled, at our discretion, to remedy the defect, or deliver a new, defect-free product, as supplementary performance. In case of a remedy of the defect, we carry the costs only up to the amount of the purchase price.
6.3) Should the supplementary performance fail, the customer is entitled, at his/her discretion to demand withdrawal, or reduction.
6.4) We are liable, in accordance with the legal regulations, if the customer makes a claim for damages, which rests on intent or gross negligence, including intent or gross negligence of our representatives, or agents. Insofar as no accusations of intentional contractual violations are made, the liability for compensation for damages is limited to the foreseeable, typically occurring damages.
6.5) We are liable, in accordance with legal regulations, if we culpably violate an essential contractual obligation. In this case, however, the liability for the compensation of damages is limited to foreseeable, typically occurring damages.
6.6) Liability for culpable harm to life, body, or health remains untouched. This also applies to the mandatory liability in accordance with the product liability law.
6.7) In the absence of any provision to the contrary above, liability is excluded.
6.8) The statute of limitations for claims of defect amounts to 12 months, calculated from transfer of risk.
§ 7 Joint Liability
7.1) Any additional liability for compensation for damages other than the one planned in § 6 without consideration for the legal nature of the asserted claim is excluded. This applies, in particular, for claims for compensation for damages from fault at the conclusion of the contract due to other violation of obligation, or due to tort claims for compensation for property damage in accordance with § 823 BGB (German Civil Code).
7.2) The limitation in accordance with Number 1) also applies if the customer, in place of a claim for compensation for damages, demands compensation for useless expenses.
7.3) Insofar as the liability for compensation for damages is excluded, or limited, towards us this also applies with regards to the personal liability for compensation for damages of our employees, co-workers, representatives, and agents.
§ 8 Industrial property Rights
8.1) We reserve the right to proprietary rights for the purchased goods until all payments from the business relationship with the customer have been made.
8.2) The customer is obligated to handle the purchased goods with care. In particular, the customer is obligated to insure these, at his/her own expense, against damage from fire, water, and theft.
8.3) In case of seizure, or other intervention by third parties the customer must immediately notify us in writing, so that we can take legal action in accordance with § 771 ZPO (Code of Civil Procedure). If the third party is not able to reimburse us the costs of the in-court, and out-of-court, costs of a claim in accordance with § 771 ZPO (Code of Civil Procedure), then the customer is liable for our loss resulting therefrom.
8.4) The customer may resell the purchased goods in the normal course of business. However he/she now assigns to us all receivables in the amount of the final amount of the breach, including value-added tax, which result from the resale to customer or third parties, and namely regardless of, whether the purchased goods were resold with, or without, processing. The customer remains authorized even after surrender, in order to collect this claim. Our capacity to collect this claim ourselves remains hereby untouched. However, we obligate ourselves not to collect this claim as long as the customer meets his/her payment obligations from the proceeds received from the sale, does not default on payment, and, in particular, does not open proceedings to file for bankruptcy, or stoppage of payment. If, however, this is the case, we can demand that the customer notifies us of the assigned receivables, and their debtors, provide all of the information necessary for collection, hand over related documents, and notify the debtors (third parties) of the cessation of claims.
§ 9 Place of jurisdiction, Place of fulfilment
If the customer is a businessperson, the place of jurisdiction is our place of business. We are, however, entitled to bring an action against the customer in his/her own local place of jurisdiction. The laws of the Federal Republic of Germany apply. The application of the UN Purchase Law is excluded. If nothing to the contrary arises from the order confirmation, our place of business is the place of fulfilment.