General terms and conditions of business
§ 1 General - Scope of application
(1) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
§ 2 Offer - Offer documents
(1) The order placed by the customer in writing is a binding offer.
(2 We are entitled to accept this offer within two weeks by sending an order confirmation or to send the customer the ordered goods within this period.
(3) We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to such written documents which are designated as "confidential". The customer requires our express written consent before passing them on to third parties.
§ 3 Prices - Terms of payment
(1) Unless otherwise stated in the order confirmation, half of the agreed purchase price is due for payment in advance within 14 days from the date of the down payment invoice. The remaining purchase price is due for payment within 30 days from the date of the final invoice. The legal regulations concerning the consequences of default of payment shall apply.
(2) The deduction of a discount requires a special written agreement.
(3) We reserve the right to change our prices appropriately if, after the conclusion of the contract, cost reductions or cost increases occur, in particular due to collective agreements or changes in the price of materials. We will provide the customer with evidence of such changes on request.
(4) The customer shall only be entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he is 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 is subject to the clarification of all technical questions.
(2) Compliance with our delivery obligation further requires the timely and proper fulfilment of the customer's obligations. We reserve the right to raise the defence of non-performance of the contract.
(3) If the customer is in default of acceptance or culpably violates other obligations 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 are reserved.
(4) Insofar as the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item 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 § 286 para. 2 no. 4 BGB or § 376 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 his interest in the further performance of the contract has ceased.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any 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 if the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) 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 taking back of packaging.
(3) If the customer so desires, we will cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the customer.
§ 6 Liability for defects
(1) Warranty claims of the customer presuppose that the customer has duly fulfilled his obligations to examine the goods and make a complaint in accordance with § 377 HGB.
(2) Insofar as the purchased item is defective, we shall be entitled at our discretion to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the case of subsequent performance, we shall bear the necessary expenses only up to the amount of the purchase price.
(3) If the supplementary performance fails, the customer shall be entitled to demand rescission or reduction of the purchase price at his discretion.
(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. As far as we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the statutory provisions insofar as we culpably violate an essential contractual obligation; however, even in this case the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(7) Unless otherwise regulated above, liability is excluded.
(8) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(9) The period of limitation in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.
§ Section 7 Joint and several liability
(1) Any further liability for damages other than that provided for in § 6 shall be excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or claims in tort for compensation for property damage in accordance with § 823 BGB.
(2) The limitation according to paragraph (1) shall also apply if the customer demands compensation for useless expenses instead of claiming compensation for the damage.
(3) Insofar as liability for damages against us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
§ 8 Securing of retention of title
(1) We reserve title to the purchased item until receipt of all payments arising from the business relationship with the customer. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. Our taking back of the object of sale shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to sell it; the proceeds of the sale shall be set off against the customer's liabilities - less reasonable costs of sale.
(2) The customer is obliged to handle the purchased item with care; in particular, he is obliged to insure it sufficiently at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, which accrue to him from the resale against his buyers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer remains entitled to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, no application for the opening of composition or insolvency proceedings has been made or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or alteration of the purchased item by the customer is always carried out for us. 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 value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. For the rest, the same shall apply to the object resulting from processing as to the object of sale delivered under reservation of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the sole ownership or co-ownership thus created in safekeeping for us.
(7) The customer also assigns to us the claims to secure our claims against him, which arise against a third party through the connection of the purchased item with a property.
(8) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.
§ 9 Place of jurisdiction - place of performance
(1) If, after conclusion of the contract, the customer moves his place of residence or habitual abode outside the territory of the Federal Republic of Germany, our registered office shall be the place of jurisdiction. This shall also apply if the customer's place of residence or habitual abode is not known at the time the action is brought.
(2) The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.