Commercial, Delivery and Payment Terms and Conditions
§ 1 Scope of application
1. These Conditions of Sale shall apply exclusively and only to companies, legal persons governed by public law, or public special funds within the meaning of § 310 (1) BGB (German Civil Code). Any terms and conditions of the Buyer which differ from our Conditions of Sale shall only apply if we expressly agree to their validity in writing.
2. These Conditions of Sale shall also apply to all future transactions with the Buyer insofar as these concern legal transactions of a similar nature.
§ 2 Offer and conclusion of contract
1. Our offers are subject to change and not binding. This also applies if we have provided the Buyer with catalogs, technical documentation (such as drawings, plans, cost estimates, and references to DIN standards), other product descriptions, or documents (including in electronic format) for which we reserve property and copyrights.
2. An order of goods by the Buyer is considered a binding contract offer. Unless otherwise specified in the order, we shall be entitled to accept this contract offer within two weeks of its receipt.
3. The acceptance may be declared either in writing (for example by order confirmation) or by delivery of the goods to the Buyer.
§ 3 Documents provided
We reserve the property rights and copyrights to all documents provided to the Buyer as part of the order, such as cost estimates, drawings, etc. These documents may not be made accessible to third parties unless we give the Buyer our explicit written consent. If we do not accept the Buyer’s offer within the period as described in § 2, these documents must be immediately returned to us.
§ 4 Prices and payment
1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the valid rate. Costs of packaging and shipping will be invoiced separately.
2. Payments must be made exclusively to the account specified on the invoice. The deduction of cash discount is only permitted with a written, special agreement.
3. Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Interest on arrears will be paid in the amount of 9% above the respective annual base rate. The right to assert further claims due to damage and storage costs is reserved.
4. Insofar as no fixed price agreement has been reached, reasonable price adjustments remain reserved due to changes in wages, material and distribution costs for deliveries, energy costs, etc., which may occur three months after conclusion of the contract or later.
§ 5 Offsetting and right of retention
The Buyer is only entitled to offsetting if his counterclaims are legally established or undisputed. The Buyer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same legal relationship.
§ 6 Delivery time
1. The beginning of the delivery time stated by us shall presuppose the timely and proper fulfillment of the Buyer’s obligations. The unfulfilled contract exception remains reserved.
2. If the Buyer delays acceptance or if he culpably violates other cooperation obligations, we shall be entitled to demand compensation for the damage incurred, including any extra charges. We reserve the right to make further claims. If the above conditions apply, the risk of accidental loss or accidental deterioration of the purchased goods is transferred to the Buyer at the time when the Buyer has been in default of payment or delayed acceptance.
3. In case of a delay in delivery which we did not cause intentionally or due to gross negligence, we shall be liable for a lump sum delay compensation in the amount of 3% of the delivery value, but not more than 15% of the delivery value, for each completed week of delay.
However, this shall not apply if we prove that the Buyer has suffered less damage or none at all.
§ 7 Transfer of risk on shipping
If the goods are shipped at the request of the Buyer, the risk of accidental loss or deterioration of the goods shall pass to the Buyer upon shipping to the Buyer, but at the latest upon leaving the factory. This applies irrespective of whether the goods are shipped from the place of performance or who bears the shipping costs.
§ 8 Reservation of title
1. We retain ownership of the delivered goods 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 condition. We shall be entitled to take back the purchased item if the Buyer behaves in breach of contract.
2. The Buyer is obligated to treat the purchased items with care until the property has passed on to him. In particular, he is obliged to insure the goods at his own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work has to be carried out, the Buyer has to carry it out on time at his own expense. As long as the property has not yet passed on to the Buyer, he has to notify us immediately in writing if the delivered goods are seized or otherwise subjected to interference by a third party. If the third party is not in a position to reimburse us for the court and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer is liable for the resulting loss / damage.
3. The Buyer is entitled to resell the reserved goods as part of normal business transactions. The Buyer assigns his claims from the resale of the reserved goods to us in the agreed invoice amount (including value-added tax) already at this time. This assignment applies irrespective of whether the purchased item has been resold without or after resale. The Buyer shall remain entitled to collect the claim even after the assignment. Our entitlement to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the Buyer fulfills his payment obligations from the agreed proceeds, is not in default of payment and, in particular, an application for the opening of insolvency proceedings is not filed for or a suspension of payment exists.
4. The processing or conversion of the purchased goods by the Buyer shall always take place in our name and on our behalf, but not at our expense. In this case, the Buyer’s expectant right to the purchased goods shall continue with the converted items. If the object of purchase is processed or combined with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of the item purchased from us at the time of the processing. The same applies in the case of mixing. Insofar as the products are mixed in such a way that the object of the Buyer is to be regarded as the main item, it is agreed that the Buyer transfers co-ownership to us proportionately and thus reserves the resulting sole proprietorship or co-ownership for us.
5. We undertake to release the securities to which we are entitled at the Buyer’s request insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty, notification of defects and recourse / recourse against the manufacturer
1. Warranty rights of the Buyer presuppose that the Buyer has properly complied with his inspection and complaint obligations pursuant to § 377 HGB.
2. Claims for defects shall become statute-barred twelve months after the delivery of the goods delivered by us to our Buyer. When selling used goods, the warranty is excluded.
3. If, despite all due diligence, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall repair the goods or provide replacement goods at our discretion, subject to the timely notification of defects. The repair work shall be conducted at our own place of business or the place of business of the Buyer. This applies in particular in the case of resale by the Buyer. Subsequent performance shall always be granted within a reasonable period. Rights of recourse remain unaffected by the above regulation.
4. If the repair work fails, the Buyer may withdraw from the contract or reduce the remuneration, without affecting any claims for damages.
5. Claims for defects do not exist in the case of minor deviations from the agreed-upon condition, insignificant impairment of usability, from natural wear and tear, or damage resulting due to faulty or negligent handling after the risk transfer, excessive use, unsuitable operating materials or due to special external influences which are not required by the contract. Moreover, if improper maintenance work or modifications are carried out by the Buyer or third parties, claims for defects for these and the resulting consequences shall not be granted either.
6. Any claims of the Buyer due to the expenses incurred for the purpose of repair work, in particular transport, travel, work or material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently transferred to a location other than the location of the Buyer, unless the shipment corresponds to its intended use and has already been made known to us as the place of delivery as part of the order.
7. The Buyer’s claims of recourse against us shall only exist insofar as the Buyer has not concluded any agreements with his customers which exceed the legally compulsory claims for defects. Paragraph 6 shall also apply accordingly for the scope of the Buyer’s recourse against the Supplier.
8. In case of malicious concealment of a defect or in case of a guarantee for the condition of the goods at the time of transfer of the risk as defined in § 444 BGB, the rights of the Buyer shall be governed exclusively by statutory provisions.
9. If it is found during repair work that no defect exists which is subject to warranty, the Buyer shall be obligated to compensate us for the costs and expenses incurred for the purpose of allegedly required repair work.
§ 10 Other
1. This Contract and the entire legal relations of the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.
2. Place of performance and exclusive jurisdiction for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation. However, we are entitled to assert rights to the general court of the Buyer.
3. All agreements made for the purpose of the execution of the Contract shall be recorded in writing.
4. Should individual provisions be or become ineffective or should the contract contain a gap, the remaining provisions remain unaffected. The contracting parties undertake to conclude a supplementary agreement which is as close as possible to the economic purpose of the intended provision.
as of October 1, 2017