we would like to thank you for your order, we are under the exclusive validity of the printed on the reverse side of this contract terms and conditions of delivery and payment.
§ 1 Scope
1.These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or public special assets within the meaning of section 310, paragraph 1 of the GERMAN CIVIL CODE. We only accept terms and conditions of the buyer when contrary or deviating from our sales conditions, if we expressly agree in writing to the validity.
2.These Terms and Conditions of Sale shall also apply for all future transactions with the purchaser, in so far as they are legal transactions of a similar type (as a precaution, the terms and conditions of sale should in any case be attached to the order confirmation).
§ 2 Offer and conclusion of the contract
provided that an order as an offer pursuant to section 145 of the Civil Code, we can accept the order within two weeks.
§ 3 Documents
At all in connection with the award of the contract documents handed over to the buyer, such as Calculations, drawings, etc., we reserve the right of ownership and copyrights. These documents may not be made accessible to third parties, unless we give the purchaser our express written consent. As far as we do not offer the purchaser within the term of section 2, these documents must be returned to us immediately.
§ 4 prices and payment
1.Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate. The cost of the packaging will be invoiced separately.
2.The payment of the purchase price has to be made solely to the account referred to overleaf. The deduction of a discount is only permitted upon a written special agreement.
3.Unless otherwise agreed, the purchase price is to be paid within 10 days after delivery.
4. Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, materials and distribution costs for deliveries, which are 3 months or later after conclusion of the contract, are reserved.
§ 5 Rights of retention
The purchaser is to exercise a right of retention only insofar as his counterclaim is based on the same contractual relationship.
§ 6 delivery time
1. The start of the delivery time specified by us requires the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
2. If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.
3. We shall be liable in the event of delay in delivery caused by us not intentional or grossly negligent for each completed week in the context 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.
4. Further legal claims and rights of the purchaser due to a delay in delivery shall remain unaffected.
§ 7 Transfer of risk upon dispatch
If the goods are despatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or whom bears the freight costs.
§ 8 Retention of title
1. We reserve the ownership of the delivered goods until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if if the purchaser is in breach of contract.
2. The purchaser is obliged, as long as the property has not been transferred to him, to handle the purchased goods with care. In particular, he is obliged to adequately insure these at his own expense against theft, fire and water damage as new value (note: only permissible for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is unable to reimburse us for the court and out-of-court costs of a claim in accordance with section 771 of the Code of Civil Procedure, the customer is liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The customer already assigns to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). 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 power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for opening insolvency proceedings has been filed or payment has ceased. [Note: This clause does not apply if no extended retention of title is wanted.]
4. The processing and remodeling of the purchased item by the customer is always named and on behalf of us. In this case, the right of expectancy of the purchaser in the purchased item continues with the remodeled item. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers pro rata co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims that accrue to him as a result of the combination of the reserved goods with a property against a third party; We already accept this assignment.
5. We undertake to release the securities to which we are entitled upon request of the customer, 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's recourse
1. Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his duties of examination and notification of defects in accordance with section 377 of the GERMAN COMMERCIAL CODE.
2. Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. For damages in case of intent and gross negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty of the user, the statutory limitation period applies. (Note: with the sale of used goods, the warranty period with the exception of the claims for damages mentioned in sentence 2 can be completely ruled out).
As far as the law according to § 438 Abs. 1 Nr. 2 BGB (buildings and things for buildings), § 479 paragraph 1 BGB (right of recourse) and § 634a paragraph 1 BGB (construction defects) mandatory longer periods, these periods apply before returning the Goods are to obtain our approval.
3. If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we will repair the goods, subject to the timely notice of defects at our discretion or replace the goods. We always have the opportunity to provide supplementary performance within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without limitation.
4. If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of insignificant deviation from the agreed quality, in the event of only insignificant deterioration of use, natural wear or tear or damage such as after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable Ground or due to special external influences, which are not required by the contract. If the customer or a third party carries out improper repairs or changes, there are no claims for defects for these and the resulting consequences.
6. Claims of the purchaser because of the expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded, as far as the expenses increase, because the goods delivered by us subsequently to a location other than the establishment of the The purchaser has been shipped, unless the shipment complies with its intended use.
7. Rights of recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. Paragraph 6 shall apply mutatis mutandis to the extent of the purchaser's right of recourse against the supplier.
§ 10 Miscellaneous
1. This contract and the entire legal relationships between the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
2. Place of fulfillment and exclusive place of 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 the clause is inadmissible if at least one of the parties is a non-registered company)
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.