I. SCOPE OF APPLICATION
1. The following terms and conditions of sale apply to all contracts for the delivery of goods concluded between the buyer and us. They also apply to all future business relationships, even if not expressly agreed upon again. Deviating conditions of the buyer, which we do not expressly recognize, are not binding for us, even if we do not expressly object to them. These terms and conditions of sale also apply if we fulfill the buyer's orders without reservation despite being aware of conflicting or deviating conditions of the buyer.
2. All agreements made between the buyer and us to fulfill the purchase contracts are documented in writing.
II. OFFER AND CONTRACT
1. An order by the buyer that qualifies as an offer to conclude a purchase contract can be accepted by us within two weeks by sending an order confirmation or by sending the ordered products within the same period. Special deliveries or custom-made products require a period of four weeks, unless different dates are communicated.
2. Our offers are non-binding unless expressly designated as binding.
3. All illustrations, calculations, drawings, as well as other documents remain our property and are subject to our copyright and other protective rights. The buyer may only pass these on to third parties with our written consent, regardless of whether they are marked as confidential.
III. PAYMENT TERMS
1. Our prices are ex-works excluding packaging, unless otherwise specified in the order confirmation. Our prices do not include the statutory value-added tax, which will be separately indicated in the invoice at the statutory rate on the day of invoicing.
2. The purchase price is net (without deduction) and is due for payment by the buyer upon receipt of the invoice, unless a different payment term is specified in the order confirmation. Payment is only considered received when we can dispose of the amount. In the case of payment by check, payment is only considered received when the check is cashed.
3. If the buyer is in default with a payment, the statutory regulations apply regarding interest and damages claims.
4. The buyer is only entitled to set-off, even if complaints or counterclaims are asserted, if the counterclaims have been legally established, recognized by us, or are undisputed. The buyer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
IV. DELIVERY AND PERFORMANCE TIME
1. Delivery dates or deadlines that have not been expressly agreed upon as binding are exclusively non-binding indications. The delivery time specified by us only starts once technical issues have been clarified. Additionally, the buyer must fulfill all obligations properly and on time.
2. If the underlying purchase contract is a firm deal within the meaning of § 286 para. 2 No. 4 of the German Civil Code (BGB) or § 376 of the German Commercial Code (HGB), we are liable according to the statutory provisions. The same applies if the buyer is entitled to claim the lapse of his interest in further performance due to a delivery delay attributable to us. In this case, our liability is limited to the foreseeable, typically occurring damage if the delivery delay is not due to an intentional breach of contract for which we are responsible, with our representatives or vicarious agents being at fault. Likewise, we are liable to the buyer for delivery delays according to the statutory provisions if these are based on an intentional or grossly negligent breach of the contract for which we are responsible, with our representatives or vicarious agents being at fault. In this case, our liability is limited to the foreseeable, typically occurring damage if the delivery delay is not due to an intentional breach of contract for which we are responsible.
3. In the event that a delivery delay attributable to us is based on the culpable breach of a material contractual obligation, with our representatives or vicarious agents being at fault, we are liable according to the statutory provisions, provided that in this case, liability is limited to the foreseeable, typically occurring damage.
4. Otherwise, in the event of a delivery delay attributable to us, the buyer can claim a lump-sum compensation of 3% of the delivery value for each completed week of the delay, but not exceeding 15% of the delivery value.
5. Further liability for a delivery delay attributable to us is excluded. The buyer's other statutory claims and rights that he is entitled to in addition to the claim for damages due to a delivery delay attributable to us remain unaffected.
6. We are entitled to make partial deliveries and partial performances at any time, provided this is reasonable for the customer.
7. If the buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the buyer culpably breaches his cooperation obligations. With the occurrence of default of acceptance or debtor's delay, the risk of accidental deterioration and accidental loss passes to the buyer.
V. PASSING OF RISK / SHIPPING / PACKAGING
1. Loading and shipping are uninsured and at the buyer's risk. We will endeavor to consider the buyer's wishes and interests regarding the type of shipment and shipping route; any resulting additional costs, even for agreed carriage-paid delivery, are at the buyer's expense.
2. In accordance with the Packaging Ordinance, we do not take back transport and all other packaging; pallets are an exception. The buyer has to ensure the disposal of the packaging at his own expense.
3. If shipping is delayed at the buyer's request or due to the buyer's fault, we will store the goods at the buyer's expense and risk. In this case, the notification of readiness for dispatch is equivalent to the actual dispatch.
4. Upon the buyer's request and at the buyer's expense, we will insure the delivery with a transport insurance.
VI. WARRANTY / LIABILITY
1. Warranty claims of the buyer exist only if the buyer has duly fulfilled his duties to inspect and give notice of defects as required by § 377 of the German Commercial Code.
2. In the case of justified complaints, we are obligated to withdraw from the contract or reduce the purchase price (reduction) excluding the buyer's rights, to perform subsequent fulfillment, unless we are entitled to refuse subsequent fulfillment due to legal regulations. The buyer is obliged to dismantle the goods and make them available for inspection. The costs for this will be covered by us for justified complaints. The buyer must grant us a reasonable period for subsequent fulfillment. Subsequent fulfillment will be carried out by rectifying the defect (remedy). In the event of rectification of defects, we will bear the necessary expenses, insofar as these do not increase because the object of the contract is located at a place other than the place of performance. If subsequent fulfillment fails, the buyer can demand a reduction in the purchase price (reduction) or withdraw from the purchase contract at his choice. Subsequent fulfillment is considered failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the buyer due to the subject matter of the contract. The buyer can only assert claims for damages under the following conditions due to defects if subsequent fulfillment has failed. The buyer's right to assert further claims for damages and the following conditions remain unaffected.
3. The buyer's warranty claims expire one year after the delivery of the goods to the buyer unless we have fraudulently concealed the defect; in this case, the statutory regulations apply. Our obligations under Section IV No. 4 and Section VI No. 5 remain unaffected.
4. We are obliged, in accordance with legal regulations, to take back the new goods or reduce the purchase price even without the otherwise required deadline if the buyer's customer, as a consumer of the sold new movable item (consumer goods purchase), was entitled to demand the return of the goods or a reduction in the purchase price from the buyer due to the defect of this item, or if such a claim for recourse is asserted against the buyer. The claim is excluded if the buyer has not duly fulfilled his obligations to inspect and give notice of defects as required by § 377 of the German Commercial Code (HGB).
5. The obligation according to Section VI No. 4 is excluded if the defect is based on advertising statements or other contractual agreements that do not originate from us, or if the buyer has given a special guarantee to the end consumer. The obligation is also excluded if the buyer himself was not obliged to exercise warranty rights against the end consumer according to legal regulations or if he did not raise this objection against a claim made against him. This also applies if the buyer has assumed warranties to the end consumer that go beyond the statutory requirements.
6. Regardless of the following limitations of liability, we are liable according to the statutory provisions for damages to life, body, and health that are based on a negligent or intentional breach of duty by us, our legal representatives, or our vicarious agents, as well as for damages that are covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and are not based on intentional or grossly negligent breaches of contract as well as fraud by us, our legal representatives, or our vicarious agents, we are liable according to the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless we have acted intentionally.
7. We are also liable for damages that result from our simple negligent violation of such contractual obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the buyer regularly relies and may rely. However, we are only liable insofar as the damages are typically associated with the contract and are foreseeable.
8. Further liability is excluded regardless of the nature of the claim being asserted; this also applies in particular to tort claims or claims for reimbursement of futile expenses instead of performance.
9. The buyer's claims for damages due to defects expire one year from the delivery of the goods. This does not apply in the case of damages that we, our legal representatives, or vicarious agents have caused intentionally, in cases of culpable injury to life, body, or health, or if we, our legal representatives, have acted with gross negligence, or if our simple vicarious agents have acted intentionally.
VII. RETENTION OF TITLE
1. Until all claims, including all balance claims from current account, that we are entitled to against the buyer now or in the future, the delivered goods (reserved goods) remain our property. In the event of the buyer's breach of contract (e.g., payment default), we have the right to take back the reserved goods after setting a reasonable deadline. If we take back the reserved goods, this constitutes a withdrawal from the contract. If we seize the reserved goods, this constitutes a withdrawal from the contract. We are entitled to dispose of the reserved goods after taking them back. After deducting a reasonable amount for the costs of disposal, the proceeds of disposal are to be set off against the amounts owed to us by the buyer.
2. The buyer must handle the reserved goods with care and sufficiently insure them at his own expense against fire, water, and theft damage up to their new value. Maintenance and inspection work that becomes necessary must be carried out by the buyer at his own expense and in a timely manner.
VIII. PLACE OF PERFORMANCE / PLACE OF JURISDICTION / APPLICABLE LAW
1.Place of performance and jurisdiction for deliveries and payments (including check and bill of exchange disputes) as well as all disputes arising between us and the buyer from the purchase contracts concluded between us and him is our place of business. However, we are also entitled to sue the buyer at his place of residence and/or business.
2. The relationship between the contracting parties is exclusively governed by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Last modified: 08.07.2015
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