§ 1 Scope
(1) These general terms and conditions apply exclusively vis-à-vis companies, legal persons under public law or special funds under public law within the meaning of § 310 para. 1 German Civil Code (BGB). We shall only recognise conditions of the purchaser that are conflicting with or deviating from our terms and conditions if we expressly agree to their validity.
(2) These terms and conditions apply in particular to any business concluded in the future, irrespective of any business that may have been concluded with customers in the past or any long-standing business relationships.
§ 2 Offer and conclusion of contract
If a purchase order is to be considered as 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 in 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 have given our express written consent for this to the purchaser. 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 anything to the contrary has been agreed in writing, our prices are ex warehouse, excluding packaging, customs duties, expenditures and plus value added tax at the applicable rate. The cost of packaging shall be invoiced separately.
(2) The purchase price shall be exclusively paid to the account mentioned overleaf. Deduction of a cash discount is only permitted in case of a written special agreement.
(3) Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Interest on arrears shall be charged at a rate of 8 percentage points above the respective base rate p.a. after 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 shall also be passed on to the contractual partner accordingly.
§ 5 Set-off and rights of retention
The purchaser shall only have the right to offset if his counterclaims have been legally established or are undisputed. The purchaser shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery period
(1) The commencement of the delivery period stated by us presupposes the timely and due fulfilment of the purchaser's obligations. The defence of non-performance of the contract remains reserved.
(2) If the purchaser 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. We reserve the right to assert further claims. If the aforementioned conditions are given, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance or debtor's delay.
(3) In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the scope of a lump-sum 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 delay 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 shall pass 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 Reservation of title
(1) We retain the title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of sale if the purchaser acts in breach of contract.
(2) As long as the title has not yet passed to the purchaser, the purchaser shall be obliged to treat the object of sale with care. In particular, it is obliged to insure them 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 inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.
(3) The purchaser is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the object of sale has been resold without or after processing. The purchaser shall remain authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the purchaser meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.
(4) The processing or alteration of the object of sale by the purchaser shall 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 shall continue in the altered object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same applies in the event of blending. If blending is carried out in such a way that the object of the purchaser is to be regarded as the main object, it is deemed to be agreed that the purchaser transfers co-ownership to us on a pro rata basis and safeguards the sole ownership or co-ownership thus created for us. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims as accrue to him against a third party as a result of the combination of the reserved goods with a piece of real estate; we accept this assignment already now.
(5) We undertake to release the securities to which we are entitled at the request of the purchaser insofar as 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 in respect of defects presuppose that the purchaser has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(2) Defect-related rights shall become time-barred one year after delivery of the goods supplied by us to our purchaser. Our consent must be obtained before any goods are returned. The shortened limitation period does not apply to cases in which we are liable due to intent or consumer goods purchase cases, § 475 German Civil Code (BGB) remains unaffected.
(3) If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall 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 shall 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 as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources or due to special 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, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the purchaser's place of business, unless the transfer is in accordance with their intended use.
(7) The purchaser's recourse claims against us shall only exist insofar as the purchaser has not entered into any agreements with its customer that go beyond the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the purchaser's recourse claim against the supplier.
§ 10 Product Data Sheet and Instructions for Use
We hereby explicitly refer to the instructions for use for our products, which are printed on the respective product data sheet supplied. These must be observed and complied with. In the event of non-observance of the instructions, the user shall be attributed at least contributory negligence within the scope of liability.
§ 11 Miscellaneous
(1) This contract and the entire legal relationship between the parties shall 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, the validity of the rest of the contract shall remain unaffected.