§ 1 Scope
(1) These conditions of sale 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 terms of the customer that conflict with or differ from our terms and conditions if we expressly agree to their validity in writing.
2) These conditions of sale also apply to all future business with the customer, insofar as it concerns legal transactions of a related nature.
§ 2 Offer and conclusion of contract
(1) If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
(2) Subsidiary agreements to our offers and order confirmations require our confirmation to be valid. In cases of doubt, only our written order confirmation is decisive for the content of the contract.
(3) The documents belonging to our offers such as illustrations, drawings, weight and dimensions are only approximate. They only become binding if this is expressly agreed.
(4) We reserve the right to make design changes at any time.
§ 3 Provided documents
On all documents provided to the customer in connection with the placing of the order, e.g. B. calculations, drawings, photos, 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
(1) Unless otherwise agreed in writing, our prices apply in EURO and ex works excluding packaging and plus VAT at the applicable rate.
(2) Payment of the purchase price must only be made to the bank details specified by us. A payment is only deemed to have been made when we can dispose of the amount. In the case of check payments, payment is only deemed to have been made when the check is cashed.
(3) Unless otherwise expressly agreed, the purchase price is payable immediately after receipt of the invoice without deduction. The deduction of cash discount is only permitted with a special written agreement.
(4) Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, material and distribution costs for deliveries that are made 3 months or later after the conclusion of the contract are reserved.
§ 5 Right of retention
The purchaser is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
(1) 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.
(2) 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 requirements 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.
§ 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 upon dispatch to the customer, at the latest when leaving 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
(1) 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.
(2) 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. If maintenance and inspection work has to 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 purchaser 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.
§ 9 Warranty and notice of defects as well as recourse / manufacturer recourse
(1) Warranty rights of the purchaser require that the purchaser has properly complied with his obligations to inspect and give notice of defects pursuant to Section 377 HGB.
(2) 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 injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. Insofar as the law stipulates longer deadlines in accordance with Section 438 (1) No. 2 BGB (buildings and things for buildings), Section 479 (1) BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods apply. Prior to returning the goods our permit is to be requested.
(3) If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will, subject to timely notification of the defect, either repair the goods or deliver replacement goods. We are always given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the above regulation.
(4) If the subsequent performance fails, the customer can – regardless of any claims for damages – withdraw from the contract or reduce the remuneration.
(5) 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.
(6) 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 customer’s branch unless the shipment corresponds to its intended use.
(7) Recourse claims of the purchaser against us exist only to the extent that the purchaser 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 Miscellaneous
(1) This contract and the entire legal relationship of 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).
(2) 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.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.(Status: 01.01.2020)