General Terms and Conditions of Payment and Delivery
1.1 The following terms and conditions shall apply to all our offers, sales, deliveries and services and shall become part of the contract. They do not apply if our contractual partner is a private person and does not act professionally or commercially. They shall also apply to all future business relations, even if they are not expressly agreed again.
1.2 We hereby expressly object to any deviating or supplementary general terms and conditions of the buyer. They shall not apply even if the buyer has based his order or other declaration on them.
§2 Offers and orders
2.1 Our offers are subject to change unless they are designated as binding in writing. An effective contract is therefore only concluded by our order confirmation or by execution, whichever is earlier.
2.2 The information provided in printed documents or electronic media regarding dimensions, weights, performance and physical or material properties are only approximate unless they have been expressly confirmed by us in writing as binding as an integral part of our offer.
2.3 We reserve the right to make technical and constructive changes to the delivery items that deviate from offers and brochures as is customary in the trade, provided that they do not affect the usability of the delivery items.
§3 Doubtful solvency
3.1 If, after conclusion of the contract, we become aware of circumstances that give rise to doubts about the buyer's ability to pay, we may make further deliveries dependent on advance payment of the goods by the buyer. We may set the buyer a reasonable deadline for the advance payment of the goods and withdraw from the contract if the advance payment is not received by us within the deadline; the buyer may provide security in the form of a bank guarantee instead of the advance payment. If we have already delivered the goods, the purchase price shall be due immediately without deduction, irrespective of any agreed payment periods.
3.2 Doubts about the Buyer's ability to pay shall be justified, inter alia, if an application for the opening of insolvency proceedings against his assets has been filed or if he fails to make payments to us or third parties on time.
4.1 Our prices are "ex works" including loading unless otherwise agreed with the buyer. Packaging costs are not included in the price.
4.2 Statutory value added tax is not included in our prices and shall be shown separately on the invoice at the rate applicable by law on the day of invoicing.
4.3 If there are more than 4 months between the date of conclusion of the contract and the date of delivery, without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this period, we may demand the list price valid on the date of delivery instead of the agreed purchase price. We shall send the buyer a correspondingly amended order confirmation before delivery. In this case, the buyer may withdraw from his order with regard to the goods for which the price has been increased. He must declare the withdrawal in writing no later than on the fifth working day after receipt of the amended order confirmation: Sending it by e-mail is sufficient.
§5 Delivery time
5.1 All stated delivery dates are non-binding and shall be deemed to have been agreed only approximately, unless they have been expressly designated by us as binding. In the case of non-binding delivery dates, a delivery within 7 days of the stated delivery time shall in any case still be deemed to be on time.
5.2 If we are culpably unable to meet an expressly agreed deadline or are in default for other reasons, the buyer shall grant us a reasonable period of grace, which shall commence when the buyer sets the deadline. After fruitless expiry of this grace period, the buyer shall be entitled to withdraw from the contract.
5.3 If performance is temporarily impossible or considerably impeded for us in whole or in part due to force majeure or other extraordinary circumstances for which we are not responsible, the agreed delivery period shall be extended by the duration of the impediment to performance. The same shall apply to a statutory deadline or a deadline set by the Buyer for the performance of the service, in particular to grace periods in the event of default.
5.4 Before the expiry of the delivery period or period of performance extended in accordance with paragraph 3, the buyer shall not be entitled to withdraw from the contract or to claim damages. If the impediment to performance lasts longer than 4 weeks, both the buyer and we shall be entitled to rescind the contract insofar as the contract has not yet been performed. If the buyer is contractually or legally entitled to withdraw (e.g. due to loss of interest) without setting a grace period, this right shall remain unaffected.
5.5 In the event of any delay in delivery, insofar as it is not due to intent or gross negligence, claims for damages of any kind are excluded.
6.1 Shipment shall be at the expense of the buyer. The risk shall pass to him upon loading of the goods, even if carriage paid delivery has been agreed and/or the shipment is made with our own vehicles. We are not obliged to provide transport insurance.
6.2 Unless otherwise expressly agreed in writing, we shall be entitled to make partial deliveries to a reasonable extent, which shall be invoiced individually.
7.1 Our invoices are payable within 10 days of the invoice date without deduction, unless otherwise agreed in writing.
7.2 The buyer shall be in default even without a reminder from us if he does not pay the purchase price within 10 days after the due date and receipt of the invoice or an equivalent payment schedule.
7.3 If the buyer defaults on a payment, all his payment obligations arising from the business relationship with us - including those for which bills of exchange have been given - shall become due immediately. In this case, we shall be entitled to demand interest from the relevant point in time at the legally stipulated rate. The seller reserves the right to prove higher damages.
7.4 Bills of exchange shall only be accepted on account of performance after prior agreement and in case of discountability without granting a discount. Payments by cheque/bill of exchange shall also only be accepted on account of performance. The claim to the purchase price shall not expire until the bill of exchange has been honoured in full. Bill of exchange and discount charges shall be charged separately and are to be paid immediately without deduction.
7.5 The Buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognised by the Seller or are undisputed. The buyer is only entitled to exercise a right of retention if his counterclaim is based on the same purchase contract.
8.1 The buyer shall inspect the goods received for completeness, transport damage, obvious defects, condition and their properties. Obvious defects shall be notified to us in writing by the buyer within 10 days of delivery of the subject matter of the contract.
8.2 We shall not be obliged to provide a warranty if the buyer has not notified us in writing of an obvious defect in good time. Insofar as there is a defect in the goods for which we are responsible and which has been notified by the buyer in writing in good time, we shall be obliged to provide subsequent performance - to the exclusion of the buyer's rights to withdraw from the contract or to reduce the purchase price - unless we are entitled to refuse subsequent performance on the basis of the statutory regulation. The buyer shall grant us a reasonable period of time for subsequent performance for each individual defect.
8.3 Subsequent performance may be effected, at the buyer's option, by removal of the defect or delivery of new goods. We are entitled to refuse the type of subsequent performance chosen by the buyer if it is only associated with disproportionate costs. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the buyer are excluded. A subsequent improvement shall be deemed to have failed after the second unsuccessful attempt. If the subsequent performance has failed or if the Seller has refused the subsequent performance altogether, the Buyer may, at its option, demand a reduction of the purchase price or declare its withdrawal from the contract.
8.4 The buyer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed or if we refuse the subsequent performance. The buyer's right to assert further claims for damages under the following conditions shall remain unaffected.
8.5 We shall be liable without limitation in accordance with the statutory provisions for intentional or grossly negligent breaches of duty and for damage resulting from injury to life, limb or health. Otherwise, we shall only be liable if the breached contractual obligation is recognisably essential for achieving the purpose of the contract, and only limited to the amount of the typically foreseeable damage.
8.6 The limitation of liability according to paragraph 5 shall apply accordingly to claims for damages other than contractual claims, in particular claims in tort, with the exception of claims under the Product Liability Act. It shall also apply in favour of our employees, workers, representatives and vicarious agents.
8.7 Insofar as we have given a quality and/or durability guarantee with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage based on the absence of the guaranteed quality or durability, but which does not occur directly to the goods, if the risk of such damage is obviously covered by the quality and durability guarantee.
8.8 We shall also be liable for damage caused by simple negligence insofar as such negligence relates to the breach of such contractual obligations, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we shall only be liable insofar as the damages are typically associated with the contract and are foreseeable. We shall not be liable for simple negligent breaches of ancillary obligations that are not essential to the contract. The limitations of liability contained in §7 shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents of the Seller is concerned.
8.9 Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the Seller's liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.
§9 Retention of title
9.1 We retain title to the goods (reserved goods) until receipt of all payments under the purchase contract. The delivered goods shall only become the property of the buyer when he has fulfilled all his obligations arising from the business relationship, including ancillary claims, claims for damages and encashment of cheques and bills of exchange. In the case of the cheque/bill of exchange procedure, the retention of title in all its forms listed here does not expire with the payment of the cheque, but only with the encashment of the bill of exchange.
9.2 The buyer must inform us immediately in writing of all access by third parties, in particular of compulsory execution measures as well as other impairments to his property. The buyer shall compensate us for all
damages and costs arising from a breach of this obligation and from necessary measures to protect against access by third parties.
9.3 If the buyer does not meet his payment obligation despite a reminder from us, we may demand the surrender of the goods subject to retention of title still owned by him without setting a deadline beforehand. The transport costs incurred in this connection shall be borne by the buyer. The seizure of the reserved goods by us shall always constitute a withdrawal from the contract. After retention of the reserved goods, we shall be entitled to realise them. The proceeds of realisation shall be set off against our outstanding claims.
§10 Place of Fulfilment
The place of performance for deliveries ex works, for all payments and for claims for subsequent performance is the registered office of our company in Kappelrodeck.
The purchaser does not receive any guarantees in the legal sense from us. A reference to DIN standards or other works of the recognised rules of technology only serves to describe the goods and does not constitute a guarantee.
§12 Data processing
The buyer agrees that we may process, in particular store or transmit to a credit protection organisation, the data received about the buyer in connection with the business relationship in compliance with the Federal Data Protection Act for the fulfilment of our own business purposes, insofar as this is done within the scope of the purpose of the contract or is necessary to safeguard our legitimate interests and there is no reason to assume that the buyer's interest worthy of protection in the exclusion of the processing, in particular the transmission, of this data prevails.
§13 Jurisdiction and applicable law
13.1 The contractual relationship between the Buyer and us shall be governed exclusively by the laws of the Federal Republic of Germany, even if the Buyer has his place of residence or business abroad. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
13.2 The buyer is not entitled to assign claims arising from the purchase contract without the seller's consent.
13.3 Legal disputes shall be conducted at the court having jurisdiction for us if the Buyer is a merchant or a legal entity under public law.
Status: February 2016