General Terms and Conditions of Sale
1.1 These conditions of sale apply exclusively to entrepreneurs, legal persons under public law or public special funds within the meaning of Section 310 paragraph 1 BGB (German Civil Code). Any terms or conditions of sale of the Customer that oppose or deviate from our terms and conditions of sale shall only be recognized by us if we expressly agree to their application in writing.
1.2 These terms and conditions shall also apply to all future business transactions with the Customer, insofar as they are of a similar legal transaction.
2. Offer and conclusion of contract
The order placement for goods by the Customer is considered a binding contract pursuant to Section 145 of the German Civil Code. We can accept this offer of contract within 14 days of its receipt. Acceptance is usually declared by a written order confirmation, however, it can also be implicitly declared through the delivery of goods to the Customer.
3. Prices and payment
3.1 Unless otherwise agreed in writing, our prices shall apply in accordance with our price lists ex works plus VAT at the applicable rate.
3.2 The payment of the purchase price shall be made exclusively to one of the accounts in- dicated on our invoice. The deduction of a discount requires a special written agreement.
3.3 If payment is received within 14 days of the invoice date, we grant a 2% discount, as long as there are no outstanding items. The payment term is 30 days. Interest on arrears shall be due in accordance with Section 288 of the German Civil Code above the applicable basic rate of interest. We reserve the right to claim for further damages caused by such default.
3.4 We also reserve the right within the framework of an ongoing business relationship to require advance payment for a complete or partial delivery. When exercising this right, we will inform the Customer with the order confirmation at the latest.
4. Right of retention
The Customer is entitled to exercise the right of retention only insofar as his counterclaim is based on the same contractual relationship.
5. Delivery time
5.1 Delivery dates or periods are considered non-binding, unless we have expressly agreed to them as binding delivery dates or periods.
5.2 The beginning of the delivery period given by us presupposes the timely and proper fulfillment of the Customer’s obligations. We reserve the right to plea non-performance.
5.3 Compliance with the delivery date or delivery period is subject to proper, and in particular, a timely delivery by our suppliers, unless we are responsible for the improper delivery.
5.4 If the Customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for any resulting damages including any additional expenses. We reserve the right to assert further claims. If the above con- ditions are fulfilled, the risk of accidental loss or accidental deterioration of the goods is transferred to the Customer the moment he defaults in accepting the goods or performing an obligation.
6. Transfer of risk during dispatch and delivery costs
6.1 If the goods are dispatched to the Customer at his request, the risk of accidental loss or accidental deterioration of the goods is transferred to the Customer once the goods have been dispatched, and upon leaving our factory/warehouse at the latest. This applies regardless of whether the goods have been dispatched from the place of fulfillment and regardless of who bears the freight costs.
6.2 For orders worth at least EUR 225.00 net, there shall be no delivery costs. If the value of the order is less than EUR 225.00 net, we charge the actual incurred delivery costs. Deliveries will be made only for orders that are worth at least EUR 50.00 net. In urgent cases, we are prepared to offer a delivery service for a surcharge of EUR 7.00 net plus the actual delivery costs for orders valued under EUR 50.00. Extra expenses incurred as a result of the Customer’s request for an express delivery, courier service, a spe- cially defined delivery date, etc. shall be borne by the Customer. The above conditions apply for deliveries within Germany.
7. Retention of title
7.1 We reserve the ownership of the delivered goods until payment of all claims arising from the business relationship have been received 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 goods if the Customer breaches the contract.
7.2 The Customer is obligated to handle the merchandise with care as long as the owner- ship has not been transferred to him. As long as the ownership has not been trans- ferred, the Customer is obligated to inform us immediately in writing if the delivered goods have been seized or been made subject to any other third-party intervention. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO (code of civil procedure), the Customer shall be liable for the loss incurred.
7.3 The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer shall assign to us now in advance the receivables from the purchaser for the resale of the goods subject to retention of title in the amount of the agreed final invoice amount (including VAT). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The Custo- mer shall remain entitled to collect the receivables even after the assignment. Our right to collect the receivables of our own accord remains unaffected. However, we will not collect the receivables as long as the Customer meets his payment obligations from the proceeds, is not in arrears and in particular no application has been filed for insolvency proceedings or suspended payments.
7.4 We pledge to release the securities that we are entitled to at the Customer’s request, if their value exceeds the receivables by more than 20%.
8. Warranty and complaints and recourse / recourse against manufacturer
8.1 The Customer’s warranty rights presuppose that he has duly fulfilled his obligation under Section 377 of the German Commercial Code (HGB) to inspect and notify of deficiencies.
8.2 Warranty claims shall expire 12 months after delivery of the goods to our Customer. For claims for damages in cases of willful intent and gross negligence and of injury to life, body and health based on a deliberate or negligent breach of duty by us, the statutory period of limitation shall apply. If the law in accordance with Section 438 para. 1 no. 2 BGB (buildings and materials for buildings), Section 479 paragraph 1 BGB (recourse) and Section 634a paragraph 1 BGB (construction defects) stipulates longer periods, these periods shall apply. Prior to any return of goods our consent must be obtained.
8.3 If, despite all due care, the delivered goods contain a defect that already existed at the time of the transfer of risk, we will, at our discretion, either rectify the defective goods or supply replacement goods, subject to the timely notification of defects. We must always be given the opportunity to provide a cure within a reasonable time limit. Recourse shall remain unaffected by this regulation without restriction.
8.4 If the cure fails, the Customer—regardless of any compensatory claims—can withdraw from the contract or reduce the payment amount.
8.5 Warranty claims are excluded in cases of insignificant deviations from the agreed quality and of only minor impairment of usefulness.
8.6 Claims by the Customer for necessary expenses due to the performance of the cure, in particular transport, travel, labor and material costs, are excluded if the expenses have increased as a result of the goods that were delivered by us being subsequently brought to a location other than the Customer‘s branch, unless this transfer of goods corresponds to the intended use.
8.7 The Customer‘s right to recourse against us is valid only insofar as the Customer has not made any agreements with his customer that exceed mandatory statutory warranty claims.
9. Limitation of liability
9.1 Unless otherwise specified below, all other claims including claims of a wider scope by the Customer against us are excluded. This applies in particular to any damage claims arising due to a breach of contractual obligations or tortious act. We are not liable for damages that have not occurred to the delivered goods themselves. In particular, we are not liable for lost profits or other financial damages of the Customer.
9.2 The above limitations do not apply in cases of intent or gross negligence by our legal representatives or senior employees, or in case of a culpable breach of an essential contractual obligation, i.e. such obligations, which need to be fulfilled to enable the pro- per execution of the contract and with which compliance is regularly assumed by the contractual party, which he is also entitled to expect. In case of a culpable breach of an essential contractual obligation we are liable only for typical, reasonably foreseeable damages—except in cases of intent or gross negligence of our legal representatives or senior employees.
9.3 The limitation of liability does not apply in cases in which we are liable under the product liability act for personal injury or damage to privately used objects due to defects of the supplied goods. Neither does it apply in cases of injury to life, body or health or in the absence of guaranteed properties, if and insofar as the warranty was intended to protect the Customer against damages that have not occurred to the delivered goods themselves.
9.4 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, colleagues, legal representatives and agents.
9.5 The legal requirements for the burden of proof remain unaffected.
10. Place of performance, legal venue and applicable law
10.1 This contract and all legal relations of the parties are subject to the laws of the Federal Republic of Germany, excluding the CISG.
10.2 Place of performance and exclusive legal venue for all disputes arising from this contract is our registered place of business, unless otherwise stated in the order confirmation. This applies only if the Customer is a registered business in the Commercial Register.