(1) These conditions of sale apply exclusively to entrepreneurs,
legal entities under public law or special funds under public law
within the meaning of § 310 paragraph 1 BGB. Terms and conditions of
the purchaser that conflict with or deviate from our terms and
conditions of sale shall only be recognised if we expressly agree to
their validity in writing.
(2) These terms and conditions of sale shall also apply to all
future transactions with the customer insofar as they are related
legal transactions.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer according to § 145 BGB, we
can accept it within two weeks.
§ 3 Documents provided
We reserve title and copyright to all documents provided to the
customer in connection with the placing of the order, such as
calculations, drawings, etc. These documents may not be made
accessible to third parties, unless we give the purchaser our
express written consent. If we do not accept the customer's offer
within the period of § 2, these documents must be returned to us
immediately.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are EX works
including packaging and plus value added tax in the applicable
amount.
(2) Payment of the purchase price shall be made exclusively to the
business account. The deduction of a discount is only permitted with
a special written agreement.
(3) Upon acceptance of the purchase offer by the customer, the
customer must pay a down payment of 30% of the estimated purchase
price together with the written order. This must be done
immediately. Upon receipt of the money, the order is deemed
accepted. Likewise, the customer must pay the remaining invoice
amount before delivery of the ordered goods. The goods will only be
shipped to the customer after receipt of the money.
(4)Default interest shall be calculated in the amount of 8% above
the respective base interest rate p.a. We reserve the right to
assert higher damage caused by default.
(5)Unless a fixed price agreement has been reached, reasonable price
changes due to changes in wage, material and distribution costs for
deliveries made three months or later after the conclusion of the
contract are reserved.
§ 5 Set-off and retention rights
The purchaser is only entitled to set-off if his counterclaims are
legally established or undisputed. The purchaser is only entitled to
exercise a right of retention insofar as his counterclaim is based
on the same contractual relationship.
§ 6 Delivery time
(1) The beginning of the delivery time indicated by us presupposes
the timely and proper fulfilment of the purchaser's obligations. The
objection of the non-performance of the contract remains reserved.
(2) If the purchaser defaults on acceptance or culpably violates
other obligations to cooperate, we shall be entitled to demand
compensation for the damage incurred to us in this respect,
including any additional expenses. Further claims are reserved.
Insofar as the above conditions are met, the risk of accidental loss
or accidental deterioration of the purchased item shall pass to the
purchaser at the time when the purchaser is in default of acceptance
or debtor.
(3) Legal claims and rights of the purchaser due to a delay in
delivery remain unaffected.
§ 7 Transfer of risk on dispatch
If the goods are dispatched to the purchaser at the purchaser's
request, the risk of accidental loss or accidental deterioration of
the goods shall pass to the purchaser upon dispatch to the
purchaser, at the latest upon leaving the factory/warehouse. This
applies regardless of whether the goods are dispatched from the
place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We reserve title to the delivered item until full payment of all
claims arising from the delivery contract. This also applies to all
future deliveries, even if we do not always expressly refer to this.
We are entitled to take back the purchased item if the customer
behaves in breach of contract.
(2) The purchaser is obliged to treat the purchased item with care
as long as the ownership has not yet passed to him. In particular,
he is obliged to insure them sufficiently at the new value at his
own expense against theft, fire and water damage (note: only
permissible for the sale of high-quality goods). If maintenance and
inspection work has to be carried out, the purchaser must carry out
this on time at his own expense.
As long as ownership has not yet been transferred, the purchaser
must immediately notify us in writing if the delivered item is
seized or subject to other third-party interference.
§ 9 Warranty and notification of defects as well as
recourse/manufacturer recourse
(1) Warranty rights of the purchaser presuppose that the purchaser
has duly complied with his obligations of investigation and
complaint due under Section 377 of the German Commercial Code.
(2) Claims for defects expire six months after delivery of the goods
delivered by us. The above provisions do not apply insofar as the
law according to § 438 para. 1 No. 2 BGB (buildings and objects for
buildings), § 479 paragraph 1 BGB (right of recourse) and § 634a
paragraph 1 BGB (construction defects) stipulates longer periods of
time. Our consent must be obtained before returning the goods.
(3) If, despite all care taken, the delivered goods show a defect
that already existed at the time of the transfer of risk, we shall,
subject to timely notification of defects, at our discretion, repair
the goods or deliver replacement goods. We shall always be given the
opportunity for subsequent performance within a reasonable period of
time. Rights of recourse remain unaffected by the above regulation
without restriction.
(4) If subsequent performance fails, the purchaser may withdraw from
the contract or reduce the remuneration, without prejudice to any
claims for damages.
(5) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage caused after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable ground or due to special external influences which are not required under the contract. If repair work or changes are carried out improperly by the purchaser or third parties, there are no claims for defects for these and the resulting consequences.
(6) Claims on the part of the purchaser due to the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently transported to a location other than the purchaser's establishment, unless the shipment corresponds to its intended use.
(7) Claims of recourse by the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his purchaser that go beyond the legally binding claims for defects. Paragraph 6 shall also apply mutatis mutandis to the extent of the Customer's right of recourse against the Supplier.
(8) Any warranties of the manufacturer remain unaffected.
§ 10 Other
(1) This contract and the entire legal relationship of the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of performing this Agreement are set out in writing in this Agreement.
(4) Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions remain unaffected. Instead of the invalid provision, the parties undertake to make such legally permissible provision that comes closest to the economic purpose of the invalid provision, or fills this gap.