Terms and Conditions
General Terms and Conditions of Sale
- These General Terms and Conditions of Sale apply exclusively, and apply only to contractors, legal entities under public law or special funds under public law in the sense of § 310 Paragraph 1 of the BGB (German Civil Code). We only acknowledge contradictory conditions set by the Purchaser, or conditions diverging from these Terms and Conditions of Sale, if we expressly agree to their validity in writing.
- These Terms and Conditions of Sale also apply to all future business transactions with the Purchaser to the extent that these are related legal transactions (as a precaution, the Terms and Conditions of Sale should be enclosed with the confirmation of order in each case).
Offer and conclusion of agreement
If an order is considered an offer as per § 145 of the BGB, we can accept it within two weeks.
We reserve the ownership rights and intellectual property rights to all documentation provided to the Purchaser in conjunction with the order placement, e.g. calculations, drawings, etc. Such documentation shall not be made accessible to third parties unless we provide express written permission to the Purchaser to this effect. If we do not accept the Purchaser’s offer within the term given in § 2, these documents must be returned to us without delay.
Prices and payment
- As long as no alternate agreements have been made in writing, our prices are calculated ex works, excluding packaging, plus the applicable value-added tax. Packaging costs shall be invoiced separately.
- The purchase price must be paid exclusively to the account named in the invoice.
- As long as no alternate agreements have been made, the purchase price is payable within 30 days of delivery. Interest on account of delay shall be 10 %. We reserve the right to claim a higher amount for damages caused by delay.
- As long as no fixed-price agreement has been made, we reserve the right to make appropriate price modifications due to a change in wages, material costs or operating costs for deliveries occurring 3 or more months after the conclusion of the agreement.
Set-off and right of retention
The Purchaser is entitled to set-off only if his counterclaims have been legally established or are undisputed. The Purchaser is entitled to exercise a right of retention only to the extent that the Purchaser’s counterclaim is based on the same contractual relationship.
- If the Purchaser is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to request compensation for damages incurred thereby, including any additional expenses. We reserve the right to further claims. If the above conditions apply, the risk of accidental loss or deterioration of the purchased item shall be transferred to the Purchaser at the time when the Purchaser enters into default of acceptance or debtor’s delay.
- In the event of a delay in delivery not caused deliberately or through gross negligence on our part, we shall be liable for flat-rate delay compensation equal to 2 % of the delivery value, but no greater than 10 % of the delivery value, for each full week of the delay.
- Further claims and rights of the Purchaser arising from a delay in delivery are excluded.
Transfer of risk for shipping
If the goods are shipped to the Purchaser at the Purchaser’s request, the risk of accidental loss or deterioration of the goods shall be transferred to the Purchaser upon shipping, no later than the time when the goods leave the factory/storeroom. This applies regardless of whether the goods are shipped from the place of fulfillment and who bears the shipping costs.
Retention of title
- We shall retain ownership of the delivered item until payment in full of all receivables arising from the delivery agreement. This also applies to all future deliveries, even if we do not expressly refer to this clause in each case. We are entitled to take back the purchased item if the Purchaser acts in violation of the agreement.
- The Purchaser is obligated to treat the purchased item with care until the ownership of same has been transferred to the Purchaser. In particular, the Purchaser is obligated to insure the item at replacement value and at his own expense against theft, fire and water damage (note: only applies to the sale of higher-value goods). If maintenance and inspection work must be carried out, the Purchaser shall perform these at his own expense in a timely manner. As long as ownership has not yet been transferred, the Purchaser must inform us immediately in writing if the delivered item is impounded or is subject to other third-party interference. If the third party is unable to compensate us for the judicial and extrajudicial costs of a complaint as per § 771 of the ZPO (German Code of Civil Procedure), the Purchaser shall be liable for any loss incurred on our part.
- The Purchaser is entitled to resell the goods subject to retention of title in the normal course of business. The Purchaser hereby assigns to us in advance the new buyer’s claims arising from the reselling of these goods, in the amount of the net invoice agreed upon with us (including value-added tax). This assignment applies regardless of whether the purchased item was resold before or after processing. The Purchaser shall be authorized to collect the claim even after this assignment. Our authorization to collect claims ourselves shall remain unaffected thereby. However, we will not collect claims as long as the Purchaser fulfills his payment obligations from the agreed revenues, is not in default with payment and, in particular, as long as insolvency proceedings have not been initiated and/or payment has not been suspended.
- Machining, processing or alteration of the purchased item shall always take place in our name and on our behalf. In this case, the Purchaser’s expectant right to the purchased item shall continue to apply to the altered item. If the purchased item is processed with other items not belonging to us, we shall be granted proportional joint ownership of the new item for the objective value of our purchased item at the time of processing in relation to the other processed items. The same applies in the event of mixture. If the mixture takes place in such a way that the Purchaser’s item is considered the main item, it is hereby agreed that the Purchaser shall grant us proportional joint ownership and take custody of the sole or joint ownership on our behalf. In order to secure our claims against the Purchaser, the Purchaser shall also assign to us any claims payable to the Purchaser from a third party as a result of incorporating the reserved goods with real property; we hereby accept this assignment in advance.
- We agree to release the securities due to us at the request of the Purchaser if their value exceeds the amount of the claims to be secured by more than 20%.
Warranty and notification of defects as well as recourse/ producer’s right of regress
- The Purchaser’s warranty claims assume that the Purchaser has properly fulfilled his inspection and damage notification obligations as per § 377 of the HGB (German Commercial Code).
- Damage claims shall fall under the statute of limitations 12 months after the delivery of our goods to the Purchaser. The above provisions shall not apply if the law requires a longer term as per § 438 Para. 1 No. 2 of the BGB (buildings and items for buildings), § 479 Paragraph 1 of the BGB (right of recourse) and § 634a Paragraph 1 of the BGB (structural defects). Our approval must be obtained before any goods are returned.
- If, despite all care being taken, the delivered goods are found to have a defect that was already present at the time of the transfer of risk, we shall either repair or replace the goods at our discretion, subject to timely notification of defects. We must always be given an opportunity to provide supplementary performance within an appropriate period of time. Recourse claims shall remain unaffected by the above provision, without limitation.
- If the supplementary performance is unsuccessful, the Purchaser – regardless of any damage claims – can withdraw from the agreement or reduce the payment amount.
- Damage claims shall not apply in the case of negligible deviation from the agreed characteristics, negligible negative effects on serviceability, or normal wear and tear such as damages occurring after the transfer of risk that result from faulty or negligent handling, excessive strain, inappropriate operating materials, faulty construction work, unsuitable building ground or special external influences that are not foreseen in the agreement. If the Purchaser or a third party undertakes improper repairs or modifications, damage claims shall likewise not apply to these nor to the resulting effects.
- Claims by the Purchaser for necessary expenses arising from supplementary performance, particularly transport, shipping and handling, work and material costs, are excluded if these expenses are incurred as a result of subsequent transportation of our delivered goods to a location other than the Purchaser’s site, unless such transport corresponds to their proper use.
- Recourse claims against us by the Purchaser apply only to the extent that the Purchaser has not made any further agreements with his new buyer beyond the legally required damage claims. Furthermore, Paragraph 6 shall apply correspondingly to the scope of the Purchaser’s recourse claims against the Supplier.
- This Agreement and all legal relations between the Parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive place of jurisdiction for all disputes arising from this Agreement is our place of business as long as the order confirmation does not stipulate otherwise.
- If individual provisions of this Agreement should be or become invalid or contain a loophole, the remaining provisions shall be unaffected thereby.