General business terms
1. General - Scope
1.1 Our conditions of sale apply exclusively; We do not recognize any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing.
Our conditions of sale shall apply even if we unconditionally carry out the delivery to the customer in the knowledge of conflicting or deviating conditions of the customer.
1.2 All agreements made between us and the customer for the purpose of executing the respective contract are laid down in writing in the respective contract.
1.3 Our conditions of sale apply only to entrepreneurs in the sense of § 310 Abs. 1 BGB (German Civil Code).
2. Offer - Offer documents
2.1 If the order qualifies as an offer according to § 145 BGB (German Civil Code), we can accept it within 2 weeks.
2.2 We reserve the rights of ownership and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents, which are designated as "confidential". Before being passed on to third parties, the customer requires our express written consent.
3. Price - Terms of payment
3.1 Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging; this will be charged separately.
3.2 VAT is not included in our prices; it will be shown separately in the bill at the statutory rate on the date of invoicing.
3.3 Deduction of discount requires special written agreement.
3.4 Unless otherwise stated in the order confirmation, the purchase price is due net (that is, without deduction) within 30 days of the invoice date. The legal rules regarding the consequences of late payment apply.
3.5 The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or acknowledged by us. Furthermore, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
4. Delivery time
4.1 The beginning of the delivery time specified by us requires the clarification of all technical questions.
4.2 Die Einhaltung unserer Lieferverpflichtung setzt weiter die rechtzeitige und
ordnungsgemäße Erfüllung der Verpflichtungen des Kunden voraus. Die Einrede des nicht erfüllten Vertrages bleibt vorbehalten.
4.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims or rights reserved.
4.4 Insofar as the requirements of clause 4.3 are met, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the time at which he is in default of acceptance or payment.
4.5 We are liable according to the legal provisions, as far as the underlying sales contract is a fixed transaction in the sense of § 286 Abs. 2 Nr. 4 BGB (German civil code) or of § 376 HGB (German commercial code). We are also liable according to the legal provisions, as far as we are responsible Delay in delivery the customer is entitled to assert that his interest in the further performance of the contract has ceased to exist.
4.6 Furthermore, we are liable according to the legal provisions, if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; A fault of our representatives or vicarious agents is attributable to us. If the delay in delivery is based on a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
4.7 We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
4.8 In addition, we are liable in the event of default in delivery for each completed week of delay in the context of a flat-rate compensation for delay in the amount of 1% of the delivery value, but not more than 5% of the delivery value.
4.9 Further legal claims and rights of the customer remain reserved.
5. Transfer of risk – Packaging costs
5.1 Unless otherwise stated in the order confirmation, delivery is agreed "ex works".
5.2 Separate agreements apply to the return of packaging.
6. Liability for defects
6.1 Warranty claims of the customer presuppose that he has duly fulfilled his obligations under Section 377 HGB (German commercial code) to inspect and notify.
6.2 Insofar as there is a defect in the purchased item, we shall be entitled to supplementary performance in the form of a remedy of defects or delivery of a new faultless item. In the case of removal of defects or replacement, we are obliged to bear all expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, provided these do not increase by the purchase item to a place other than the place of performance was spent.
6.3 If the supplementary performance fails, the customer is entitled to demand rescission or reduction at his discretion.
6.4 We are liable according to the legal provisions, as far as 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 charged with intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damage.
6.5 We are liable according to the legal provisions, if we culpably violate an essential contractual obligation; In this case, too, the liability for damages is limited to the foreseeable, typically occurring damage.
6.6 Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
6.7 Unless otherwise specified, liability is excluded.
6.8 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is usually used for a building and caused the defect.
6.9 The period of limitation in case of a delivery recourse according to §§ 478, 479 BGB (German civil code) remains unaffected; it is five years, calculated from the delivery of the defective item.
7. Total liability
7.1 Further liability for damages as provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB (German civil code).
7.2 The limitation according to Section 7.1 also applies if the customer, instead of claiming compensation for the damage, demands compensation for useless expenses instead of performance.
7.3 Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.
8. Retention of title security
8.1 We reserve ownership of the purchased item until receipt of all payments from the delivery contract. In case of breach of contract by the customer, in particular in case of default of payment, we are entitled to take back the purchased item. The withdrawal of the purchased item by us is not a withdrawal from the contract. After the goods have been taken back, we are entitled to use them, the proceeds of the realization are to be credited against the customer's liabilities, less reasonable exploitation costs.
8.2 The customer is obliged to handle the purchased goods with care; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to a new value. If maintenance and inspection work is required, the customer must carry it out on time at its own expense.
8.3 In the event of seizure or other interference by third parties, the customer must notify us immediately in writing, so that we can file an action in accordance with § 771 ZPO (Civil process order). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO (Civil process order), the customer is liable for the loss incurred by us.
8.4 The customer is entitled to resell the purchased item in the ordinary course of business; however, it hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against its customers or third parties, irrespective of whether the purchased goods were resold without or after processing , To collect this claim, the customer remains authorized 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, does not default on payment and, in particular, no petition for the opening of insolvency proceedings or cessation of payments exists. But if this is the case, we can demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
8.5 The processing or transformation of the purchased item by the customer is always made for us. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. Incidentally, the same applies to the item resulting from processing as to the purchased item delivered under reservation.
8.6 If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion 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 regarded as the main item, then it is agreed that the customer assigns proportional co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.
8.7 The customer also assigns to us the claim to secure our claim against him, which accrue by the connection of the purchased object with a piece of land against a third party.
8.8 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is our responsibility.
9. Jurisdiction - Place of performance
9.1 If the customer is a merchant, our place of business is the place of jurisdiction; however, we are entitled to sue the customer at his place of residence.
9.2 The law of the Federal Republic of Germany applies; the validity of the UN sales law is excluded.
9.3 Unless otherwise stated in the order confirmation, our place of business is the place of performance.