General conditions of sale

 

§ 1 General, Scope

(1) Our conditions of sale apply exclusively; We do not recognize customer conditions that conflict with or deviate from our conditions of sale, unless we have expressly agreed to their validity in writing. Our conditions of sale also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.

(2) All agreements that are made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

(3) Agreements made between the contracting parties in individual cases (including side agreements, additions and changes) always take precedence over these terms and conditions.

(4) Our conditions of sale only apply to entrepreneurs within the meaning of Section 310 (1) BGB.

 

§ 2 Offer, Offer Documents

(1) If the order qualifies as an offer in accordance with § 145 BGB, we can accept it within 2 weeks.

(2) We reserve property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to those written documents that are designated as "confidential". Before passing them on to third parties, the customer requires our express written consent.

 

§ 3 prices, terms of payment

(1) Unless otherwise stated in the order confirmation, our prices apply "ex works", excluding packaging; this will be billed separately.

(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.

(3) The deduction of a discount requires a special written agreement.

(4) Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 30 days of the invoice date. The legal rules regarding the consequences of default in payment apply.

(5) The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized 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 time specified by us assumes that all technical questions have been clarified.

(2) Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved.

(3) If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims.

(4) If the prerequisites of Paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which the customer is in default of acceptance or payment.

(5) We are liable in accordance with the statutory provisions insofar as the underlying purchase contract is a firm deal within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in further fulfillment of the contract has ceased.

(6) We are also 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 is attributable to us. If the delay in delivery is not based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.

(7) We are liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is due to a slightly negligent breach of essential obligations (obligations the breach of which endangers the achievement of the purpose of the contract) or to a breach of cardinal obligations (obligations whose fulfillment requires proper execution of the contract and on compliance with which the customer regularly relies), but only for the foreseeable, contract-typical damage. We are not liable for the slightly negligent breach of obligations other than the above.

(8) In addition, in the event of a delay in delivery, we are liable for each complete week of delay within the framework of a flat-rate compensation for delay of 3% of the delivery value, but not more than 15% of the delivery value.

(9) Further legal claims and rights of the customer are reserved.

 

§ 5 Transfer of risk, packaging costs

(1) Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.

(2) Separate agreements apply to the return of packaging.

(3) If the customer so wishes, we will cover the delivery with transport insurance; the customer bears the costs incurred.

 

§ 6 Liability for Defects

(1) Claims for defects on the part of the customer require that the customer has properly complied with his inspection and complaint obligations in accordance with Section 377 of the German Commercial Code.

(2) If there is a defect in the purchased item, the customer is entitled, at his option, to supplementary performance in the form of a defect removal or to the delivery of a new, defect-free item. In the event of the removal of the defect, we are obliged to bear all expenses necessary for the purpose of the removal of the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was brought to a location other than the place of performance.

(3) If the supplementary performance fails, the customer is entitled to choose whether to withdraw from the contract or to demand a reduction in price.

(4) We are 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. Unless we are accused of intentional breach of contract, liability for damages is limited to foreseeable, typically occurring damage.

(5) We are liable in accordance with the statutory provisions insofar as we culpably carry out an essential contractual obligation (obligations whose breach endangers the achievement of the purpose of the contract) and cardinal obligations (obligations whose fulfillment enables the proper execution of the contract in the first place and compliance with which the customer regularly familiar), but only for the foreseeable, contract-typical damage. We are not liable for the slightly negligent breach of obligations other than the above.

(6) Insofar as the customer is entitled to compensation for damage instead of performance, our liability is also limited within the framework of Paragraph (3) to compensation for foreseeable, typically occurring damage. (Alternatively: No regulation regarding the compensation of the damage instead of the performance, so that the exclusion according to Paragraph (8) takes effect immediately.)

(7) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(8) Unless otherwise regulated above, liability is excluded.

(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

(10) The limitation period in the event of delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years from delivery of the defective item.

 

§ 7 Joint Liability

(1) Any further liability for damages than provided for in § 6 is excluded - regardless of the legal nature of the claim asserted. This applies in particular to claims for damages due to negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage according to § 823 BGB.

(2) The limitation according to Paragraph (1) also applies if the customer requests reimbursement of useless expenses instead of a claim for compensation for damage.

(3) As far as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.

 

§ 8 retention of title

(1) We reserve title to the purchased item until all payments from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default in payment, we are entitled to take back the purchased item. If we take back the purchased item, we withdraw from the contract. After taking back the purchased item, we are authorized to dispose of it; the proceeds from the sale are to be offset against the customer's liabilities - less reasonable disposal costs.

(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure them adequately at their replacement value at their own expense against fire, water and theft damage. 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 seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.

(4) The customer is entitled to resell the purchased item in the ordinary course of business; However, he already now assigns to us all claims in the amount of the final invoice amount (including VAT) that accrue to him from the resale to his customers or third parties, regardless of whether the purchased item was resold without or after processing . The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open composition or insolvency proceedings or payments have been suspended. If this is the case, however, we can demand that the customer notify us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.

(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we 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 processed items at the time of processing. The same applies to the item resulting from processing as to the purchased item delivered under reservation.

(6) If the purchased item is inseparably mixed with other items that do not belong to us, we 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 takes place in such a way that the customer's item is to be viewed as the main item, it is agreed that the customer shall transfer proportional co-ownership to us. The customer shall keep the sole or joint ownership for us.

(7) The customer also assigns to us the claims to secure our claims against him that 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 insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.

 

§ 9 place of jurisdiction, place of performance

(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at his place of residence.

(2) The law of the Federal Republic of Germany applies; the validity of the UN sales law is excluded.

(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.