General terms and conditions of sale, delivery and payment.
Unless otherwise expressly stated in writing, the following terms and conditions apply exclusively. Deviating purchase conditions of the Customer do not become part of the contract by acceptance of the order.
A contract is made through written acceptance/order confirmation of the Customer. Orders can be accepted within 21 days of receipt of the offer. The contents of the contract are determined by the order confirmation. Specifications in brochures or sales records are non-binding. Changes to deliverable goods are reserved as long as they constitute technical improvements, do not restrict usability and do not increase the agreed price.
II. Prices and payment
Unless otherwise agreed, prices shall be understood to be ex-works (EXW), not including packaging and delivery. Statutory VAT is also excluded. Payment must be made within 30 days from the date of invoice without any deduction if no other payment dates have been agreed. If the Customer is in default of payment, we reserve the right, without waiving any other rights, to charge default interest of 8% above base interest rate according to section 247 of the German Civil Code (BGB). If one payment of agreed instalment payments is not paid fully or in part on time, the full, still outstanding amount becomes payable immediately. Without taking into account agreed payment methods, the supplier reserves the right to demand immediate payment of the full sale price or to delay delivery until full payment has been made or to withdraw from the contract if, after contract formation, sale price demands are compromised owing to the economic situation of the customer, without any consideration of whether this situation arose before or after contract formation. One particular compromise is the protesting of a bill of exchange accepted by the Customer. The Customer is not entitled to withhold payments due to counter demands or set these off, unless hese counter demands are uncontended or legally valid.
III. Delivery times and delays
The delivery period shall be governed by the agreements between the parties to the contract. The Supplier shall be able to comply with the delivery deadline only if all the commercial and technical issues between the parties to the contract are clarified and the Customer has fulfilled all their obligations, e.g. procurement of the required official certificates or approvals, rendering of service or payment of invoice. If this is not the case, the delivery period shall be prolonged appropriately. This shall not apply if the Supplier is liable for the delay. Compliance with the delivery period shall be subject to the proviso that the Supplier obtains the correct supplies in good time. The delivery deadline shall be deemed met when the ordered item has been dispatched from the Supplier's facilities before its expiration or when the item has been reported to the customer as being ready for dispatch. Where an acceptance is required – except for justified refusal of acceptance – the date of acceptance, alternatively the notification of readiness for acceptance, is decisive. If dispatch or acceptance of the item is delayed for reasons for which the Customer is responsible, the costs incurred by the delay shall be charged to the Customer, commencing one week after notification of readiness for dispatch or acceptance. If non-adherence to the delivery period is due to force majeure, industrial disputes or other events which lie outside the supplier's area of influence, the delivery period shall be prolonged appropriately. The Supplier shall notify the Customer without delay of the beginning and end of any such event. The Customer has the right to rescind the contract without giving notice, if the supplier is unable to provide the services in full before the transfer of risk. Moreover, the Customer may rescind the contract if the execution of part of the delivery becomes impossible and the Customer has a justified interest in refusing a partial delivery. If this is not the case, the Customer shall pay the contract price for this partial delivery. The same applies to the Supplier's inability to perform, otherwise subject to section VII. 2. If the impossibility or inability to comply arises during the delay in acceptance, or if the Customer is solely or largely responsible for the prevailing circumstances, the Customer shall continue to be responsible for non-performance.
If the supplier defaults in performance and the customer suffers undisputed damages, the Customer is entitled to demand compensation for delayed completion. For every full week of delay, this amount shall be a maximum of 0.5%; however, in total, a maximum of 5% of the value of that part of the full consignment that, as a result of the delay, cannot be used on time or in accordance with the terms of the contract. If the Customer grants the Supplier in default a reasonable period of grace – taking into account statutory exceptions – and if this period is not observed, the Customer shall be entitled to rescind the contract pursuant to the statutory provisions. Further claims resulting from delivery delay are exclusively determined in accordance with section VII. 2 of these terms and conditions.
IV. Transfer of risk and acceptance
The risk shall be transferred to the Customer when the item to be supplied has left our facilities, even if delivery is made in parts or the supplier has taken on other services, such as shipping costs or delivery and installation. In the event of delay or failure to dispatch due to circumstances for which the Supplier is not responsible, the risk shall be transferred to the Customer from the day of notification of readiness to dispatch or accept. The Supplier agrees to undertake insurance policies the Customer demands at the Customer's own expense. Partial deliveries shall be permitted, provided that the Customer is not unreasonably disadvantaged as a result.
V. Retention of Ownership
Delivered items shall remain the property of the Supplier until all outstanding payments have been made and all claims specified in the contract - in particular also possible current account balance claims - have been settled. This also applies to any debts arising or incurred in the future, and also where payments are made for specially designated claims. This overall retention of ownership finally expires with the settlement of all claims open at the moment of payment which are included in this overall retention of ownership. The Customer must not sell or pledge the delivery item, nor pass its title as security. In the event of attachments, seizures or other disposals or interventions of third parties, the Customer shall inform the Supplier immediately. In case the Customer is in breach of contract – particularly in the case of delayed payment – the Supplier shall be entitled, after due warning, to take back the goods for which title has been retained and the Customer shall hand these over. The enforcement of the reservation of ownership as well as the attachment of delivery items shall not be deemed a withdrawal from the contract.
Where the Supplier's goods are combined by the Customer with other objects to form a complete whole, it shall be taken as agreed that the Customer transfers proportionate co-ownership to the Supplier according to § 947 article 1 of the German Civil Code (BGB) and keeps it in safe custody free of charge. The Customer is entitled to sell the items within the ordinary course of business. The Customer assigns to us all claims resulting from a resale, including all ancillary rights, to the amount of the item delivered by the Supplier. The Customer shall continue to be entitled to collect such claims. An application for the initiation of insolvency proceedings shall entitle the Supplier to withdraw from the contract and demand the immediate restitution of the item.
VI. Liability for faulty goods
If items are faulty as a result of circumstances occurring before the transfer of risk, the Customer is entitled to a substitute delivery free of charge. The Customer shall immediately notify the Supplier in writing of any such defects. Replaced items shall become the property of the supplier. In order for the supplier to undertake replacements, the Customer shall allow sufficient time and opportunity to do so; otherwise the Supplier is released from liability for faulty goods. Within the framework of statutory provisions, the Customer has the right to withdraw from the contract or to reduce payment if the Supplier – taking into account statutory exceptional cases – fails to carry out repair operations or substitute deliveries within a reasonable period assigned for this purpose. In case the use of goods causes an infringement of industrial property
rights, the Supplier shall procure the right of further use for the Customer or modify the goods in a way acceptable to the Customer that such an infringement no longer exists. If this is not possible at an economically reasonable price or within a reasonable period, the Customer shall be entitled to withdraw from the contract. Under the conditions indicated, the Supplier also has the right to withdraw from the contract. Furthermore, the Supplier shall indemnify the Customer from and against any claims of affected copyright holders that are uncontested or legally enforceable. However, a prerequisite is that all defensive measures, including extrajudicial settlements, remain with the Supplier. Further claims shall be determined by section VII 2.
If, due to the fault of the Supplier, the delivered item cannot be used as a result of omission or faulty execution of suggestions and advice issued prior to, or after, conclusion of the contract, or as a result of breach of other contractual obligations – in particular instructions on the operation and maintenance of the item – the regulations of sections VI and VII. 2 apply accordingly, to the exclusion of further claims by the Customer.
For any other damage not affecting the delivered item, the Supplier shall only be liable – for whatever legal reason – in the following cases: intentional damage; gross negligence of the corporate agents or company management; any culpable loss of life, injury or adverse effect on health; defects maliciously concealed or whose absence was guaranteed by the Supplier; delivered items where the Supplier is liable for personal injury or damage to privately used objects according to the Product Liability Act. In the event of a culpable violation of substantial contractual commitments, the Supplier shall also be liable for the gross negligence of non-managerial staff as well as for slight negligence; in the latter case liability shall be limited to whatever reasonably foreseeable damage is typical in agreements. Further claims are excluded.
VIII. Statute of limitation
All Customer claims – irrespective of legal grounds – expire after 12 months. In the case of intentional or fraudulent behaviour, and in the case of claims in accordance with the Product Liability Law, the statutory limitation periods apply. The statutory limitation periods shall also apply for compensation claims pursuant to section VII. 2 a - e.
IX. Storage of data
The Customer agrees to the details revealed within the framework of this contractual relationship being saved and processed in accordance with the Federal Data Protection Act.
X. Place of performance, court of jurisdiction, applicable law
Place of performance for both parties is the Supplier's registered company address. Any possible disputes shall be settled by a court with jurisdiction over the Supplier's company address. However, the Supplier shall also have the right to take legal action at the Customer's registered address. The Laws of the Federal Republic of Germany shall apply to this contractual relationship. UN purchase right (an agreement of the United Nations about contracts for the international sale of goods from 11 April 1980) is excluded. In case of legal action brought before the respective foreign courts for the Customer's place of business the Supplier can waive the application of German law, whereby the Supplier's conditions of delivery and payment are to be applied to the extent permitted.
XI. Repeat orders
These delivery terms and conditions shall also apply for repeat orders not expressly confirmed in writing.
XII. Severability clause
Should any individual provisions of these terms and conditions be invalid, the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced by a provision that corresponds as closely as possible to the sense and purpose of the original provision.