§ 1 Scope
(1) These general terms and conditions apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 para. 1 German Civil Code (BGB). We will not acknowledge conditions of the purchaser conflicting with or deviating from our Terms and Conditions unless we have expressly agreed to their validity in writing.
(2) These terms and conditions apply particularly to any business transactions concluded in the future, irrespective of transactions already concluded with customers in the past or long-standing business relationships.
§ 2 Offer and conclusion of contract
If a purchase order is to be considered as an offer in accordance with § 145 German Civil Code (BGB), we can accept this purchase order within one week.
§ 3 Documents provided
We reserve all property rights and copyrights to all documents provided to the purchaser in connection with the placing of purchase orders, such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the purchaser our express written consent to do so. If we do not accept the purchaser’s offer within the period mentioned in § 2, these documents must be returned to us without delay.
§ 4 Prices and payment
(1) Unless agreed otherwise in writing, our prices are ex stock, excluding packaging, customs duties, expenditures, plus value added tax at the applicable rate. The cost of packaging shall be invoiced separately.
(2) The purchase price will be exclusively paid to the account specified overleaf. The deduction of a cash discount is only permitted in case of a written special agreement.
(3) Unless otherwise agreed, the purchase price will be paid within 10 days after delivery. Interest on arrears will be charged at a rate of 8 percentage points above the respective base rate p.a. after the expiry of this period. We reserve the right to claim higher damages for delay.
(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 that take place 4 months or later after conclusion of the contract.
Should there be a price reduction in the aforementioned points, this will also be passed on to the contractual partner accordingly.
§ 5 Set-off and rights of retention
The purchaser will only have the right to set off payments in cases where its counterclaims are established by due legal process or uncontested. The purchaser will only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
§ 6 Delivery period
(1) The start of the delivery period stated by us is subject to the timely and due fulfilment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.
(2) If the purchaser is in default of acceptance or culpably violates other duties to cooperate, we will 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 conditions above are met, the risk of accidental loss or accidental deterioration of the object of sale will pass to the purchaser at the point when the purchaser is in default of acceptance or the debtor's delay.
(3) In the event of default in delivery that we do not cause either through wilful intent or gross negligence, we will be liable for each completed week of delay at a flat-rate compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
(4) Further legal claims and rights of the purchaser due to a default in delivery remain unaffected.
(5) Cases of force majeure also include industrial disputes (strike, lockout) and non-delivery by the upstream supplier for which we are not responsible.
§ 7 Transfer of risk upon dispatch
If the goods are shipped to the purchaser at the purchaser's request, the risk of accidental loss or accidental deterioration of the goods will be transferred to the purchaser upon dispatch to the purchaser, at the latest upon leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight charges.
§ 8 Retention of title
(1) We will retain the title to the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always make express reference these terms and conditions. We are entitled to demand the return of the object of sale if the purchaser acts in violation of the contract.
(2) As long as the title has not yet passed to the purchaser, the purchaser will handle the object of sale with care. In particular, the purchaser agrees to insure the goods adequately at its own expense against theft, fire and water damage at replacement value. As long as ownership has not yet passed, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other third party claims. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action per § 771 German Code of Civil Procedure (ZPO), the purchaser will be liable for the loss incurred by us.
(3) The purchaser is entitled to resell the reserved goods in the ordinary course of business. In doing so, the purchaser assigns the customer’s claims from the resale of the reserved goods to us in the amount of the final invoice agreed with us (including value-added tax). This assignment will apply irrespective of whether the object of sale has been resold without or after processing. The purchaser will remain authorised to collect the claim even after the assignment. This does not affect our authority to collect the claim ourselves. However, we will not collect the claim as long as the purchaser meets its payment obligations from the proceeds collected, is not in default of payment, and, in particular, an application for insolvency proceedings has not been filed, or payments have not been suspended.
(4) Processing or alteration of the object of sale by the purchaser will always be carried out in our name and on our behalf. In this case, the expectant right of the purchaser to the object of sale will continue in the altered object. If the object of sale is processed together with other objects that are not our property, we will become a co-owner of the new item with a share equal to the proportion of the objective value of our object of sale to that of the other objects processed at the time of the processing. The same applies in the event of merging. If merging is carried out in such a way that the object of the purchaser is to be regarded as the main object, it is deemed as agreed that the purchaser transfers proportional co-ownership to us and safeguards the resulting sole ownership or co-ownership on our behalf. To secure our claims against the purchaser, the purchaser also assigns such claims to us as accruing to it against a third party as a result of the combination of the reserved goods with real estate; we hereby accept this assignment.
(5) We agree to release the securities to which we are entitled at the request of the purchaser if their value exceeds the claims to be secured by more than 10%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
(1) The purchaser's rights regarding defects require that the purchaser has properly fulfilled its duties to inspect the goods and give notice of defects as per § 377 of the German Commercial Code (HGB).
(2) Defect-related rights become time-bared one year after delivery of the goods we supplied to our purchaser. Our consent must be obtained before returning any goods. The reduced limitation period does not apply to cases in which we are liable due to wilful intent or cases involving the purchase of consumer goods as per § 475 German Civil Code (BGB) remains unaffected.
(3) If, despite exercising due care, the delivered goods have a defect which was present at the time of the transfer of risk, we will, at our discretion and provided notification of the defects is given promptly, either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
(4) If the supplementary performance fails, the purchaser may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects will 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 or in the case of damage arising after the transfer of risk resulting from incorrect or negligent handling, excessive stress, unsuitable operating resources or due to extraordinary external influences which are not assumed under the contract.
(6) Claims by the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, will be excluded insofar as the expenses increase because the goods we delivered have subsequently been taken to a location other than the purchaser's place of business unless the transfer corresponds with their intended use.
(7) The purchaser's recourse claims against us will only exist if the purchaser has not entered into any agreements with its customer extending beyond the mandatory statutory claims for defects. Furthermore, paragraph 6 will also apply within the scope of the purchaser's recourse claim against the supplier.
§ 10 Product data sheet and instructions for use
We refer explicitly to the instructions for using our products printed on the respective product data sheet provided. You must observe and comply with these instructions. In the event of non-observance of the instructions, the user will be attributed at least contributory negligence within the scope of liability.
§ 11 Miscellaneous
(1) This contract and the entire legal relations between the parties will 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).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office.
(3) Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this will not affect the validity of the remaining contract.