§1 Scope of application
These terms and conditions of sale shall apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). We shall only recognise any terms and conditions of the customer which conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
These Terms and Conditions of Sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature (as a precautionary measure, the Terms and Conditions of Sale should in any case be attached to the order confirmation).
Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
§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 Provided documents
We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order - including in electronic form - such as calculations, drawings etc. These documents may not be made available to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
§4 Prices and payment
Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the current rate. Packaging costs will be invoiced separately.
Payment of the purchase price shall be made exclusively to the account named overleaf. The deduction of a discount is only permissible if a special written agreement has been made.
Unless otherwise agreed, the purchase price shall be paid within 10 days upon order. We reserve the right to assert a higher damage caused by delay.
If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place 3 months or more after the conclusion of the contract.
§5 Rights of Retention
The customer shall only be entitled 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 stated by us is subject to the timely and proper fulfilment of the obligations of the customer. We reserve the right to raise the defence of non-performance of the contract.
If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions apply, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
Further statutory claims and rights of the customer due to a delay in delivery shall remain unaffected.
§7 Transfer of risk on dispatch
If the goods are dispatched to the customer at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§8 Retention of title
We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. 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 acts in breach of contract.
As long as the ownership has not yet been transferred to the customer, the customer shall be obliged to treat the object of purchase with care. In particular, he shall be obliged to insure it sufficiently at his own expense against theft, fire and water damage at replacement value (note: only permissible if high-quality goods are sold). If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the purchaser shall be liable for the loss incurred by us.
§9 Warranty and notice of defects as well as recourse/manufacturer recourse
Warranty rights of the customer require that he has properly fulfilled his obligations to examine the goods and make a complaint in accordance with § 377 HGB (German Commercial Code).
Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory period of limitation shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. (Note: in the case of the sale of 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 pursuant to § 438 para. 1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (building defects) prescribes longer periods, these periods shall apply. Our consent must be obtained before any return of the goods.
If, despite all the care taken, the delivered goods show a defect that was already present at the time of the transfer of risk, we shall, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
There shall be no claims based on defects in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or wear and tear as well as damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or due to particular external influences which are not provided for under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims based on defects shall exist for these and the resulting consequences.
Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless such transfer corresponds to their intended use.
Recourse claims of the customer against us shall only exist insofar as the customer has not made any agreements with his customer beyond the legally binding claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the customer's right of recourse against the supplier.
This contract and the entire legal relations between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (Note: The use of this 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
(Translation of the German binding version)