Terms of Service
Terms of Service
§ 1 scope
These terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. We only recognize conditions of the customer that conflict with or deviate from our terms of sale if we expressly agree to their validity in writing.
These conditions of sale also apply to all future business with the customer, insofar as they are legal transactions of a related nature (as a precaution, the conditions of sale should always be attached to the order confirmation).
§ 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
For all documents provided to the customer in connection with the placing of the order, e.g. B. calculations, drawings etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the customer 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
Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged seperately.
Payment of the purchase price must only be made to the account mentioned overleaf. Deduction of cash discounts is only permitted with a special written agreement.
Unless otherwise agreed, the purchase price is payable within 10 days of delivery (alternatives: "... the purchase price is payable within 21 days of the invoice" or "... the purchase price is payable by - the specific date "). Default interest is 8% above the respective base rate p.a. (see Appendix 1). The assertion of a higher damage caused by default remains reserved.
Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, material and distribution costs for deliveries that occur 3 months or later after the conclusion of the contract are reserved.
§ 5 rights of retention
The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 delivery time
The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchase item passes to the customer at the time that the customer is in default of acceptance or debtor.
In the event of a delay in delivery that we have not caused intentionally or through gross negligence, we are liable for delayed completion for every completed week within the scope of a flat-rate compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
§ 7 Passing of Risk on Dispatch
If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer when the goods are dispatched to the customer, at the latest when they leave 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
We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always refer to them expressly. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
As long as ownership has not yet passed to him, the purchaser is obliged to treat the purchased item with care. In particular, he is obliged to adequately insure them against theft, fire and water damage at their replacement value at his own expense (note: only permitted when selling high-quality goods). If maintenance and inspection work must be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or is subject to other third party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incurred.
The customer is entitled to resell the reserved goods in normal business transactions. The customer hereby assigns the claims against the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in default of payment and, in particular, there is no application to open insolvency proceedings or payment is suspended. [Note: This clause does not apply if no extended retention of title is wanted.]
The processing, processing or transformation of the purchased item by the customer is always done in our name and on our behalf. In this case, the purchaser's entitlement to the purchased item continues with the remodeled item. If the object of sale is processed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the objective value of our object of purchase to the other processed objects at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us on a pro rata basis and stores the resulting sole or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us claims that accrue to him from a third party through the connection of the goods subject to retention of title with a property; we accept this assignment now.
We undertake to release the securities to which we are entitled at the request of the purchaser, insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse / manufacturer recourse
Warranty rights of the purchaser require that the purchaser has properly complied with his inspection and notification obligations owed pursuant to Section 377 HGB.
Claims for defects become statute-barred 12 months after delivery of the goods we have delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence, as well as in the case of injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. (Note: when selling used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
Insofar as the law prescribes longer deadlines in accordance with § 438 (1) No. 2 BGB (buildings and things for buildings), § 479 (1) BGB (right of recourse) and § 634a (1) BGB (construction defects), these deadlines apply before any return of the Our approval must be obtained for goods.
If, despite all the care taken, the goods delivered have a defect that already existed at the time the risk passed, we will, at our option, repair the goods or deliver replacement goods, subject to timely notification of the defect. We are always given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above regulation.
If the subsequent performance fails, the customer can - regardless of any claims for damages - withdraw from the contract or reduce the remuneration.
Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or if the damage occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment, defective construction work, unsuitable building ground or arise due to special external influences that are not required by the contract. If the customer or third parties carry out improper repair work or changes, there are no claims for defects for these and the resulting consequences.
Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently brought to a different location than the branch of the purchaser unless the shipment corresponds to its intended use.
Recourse claims of the customer against us exist only to the extent that the customer has not made any agreements with his customer that go beyond the statutory warranty claims. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.
§ 10 other
This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise (note: the use of the clause is not permitted if at least one of the parties is a company not registered in the commercial register)
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.