§ 1 Scope
(1) These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB). We only recognize any conditions of the purchaser and/or buyer (hereinafter collectively referred to as the purchaser) that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
(2) These terms and conditions of sale also apply to all future transactions with the customer, as long as they involve legal transactions of a related nature.
§ 2 Offer and conclusion of contract
If an order is to be viewed as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept it within two weeks.
§ 3 Documents provided
All documents provided to the customer in connection with the placing of the order, such as: B. Calculations, drawings, etc., we reserve ownership and copyright. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. If we do not accept the customer's offer within the period specified in 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 VAT at the applicable rate. Packaging costs will be invoiced separately.
(2) Payment of the purchase price must be made exclusively to one of the accounts listed overleaf. The deduction of a discount is only permitted if there is a special written agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears will be charged at a rate of 8% above the respective base interest rate p. a. calculated. The right to claim higher damages due to default remains reserved.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, materials and sales costs for deliveries made 3 months or later after conclusion of the contract.
§ 5 Offsetting and retention rights
The customer only has the right to offset if his counterclaims
have been legally established or are undisputed. The purchaser is only authorized to exercise a right of retention to the extent that 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 customer's obligations. The objection of non-fulfillment of the contract remains reserved.
(2) If the purchaser defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for any 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 purchased item passes to the purchaser at the point in time at which the purchaser defaults on acceptance or defaults on payment.
(3) In the event of a delay in delivery not caused intentionally or through gross negligence on our part, we are liable for a flat-rate compensation for delay of 1% of the delivery value for each complete week of delay, but not more than 10% of the delivery value.
(4) Further legal claims and rights of the purchaser due to a delay in delivery remain unaffected.
§ 7 Transfer of risk upon shipment
If the goods are sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are shipped 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 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 purchaser behaves in breach of contract.
(2) The purchaser is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to adequately insure them against theft, fire and water damage at their new value at his own expense (note: only permitted when selling high-quality goods). If maintenance and inspection work needs to be carried out, the purchaser must carry this out in a timely manner at his own expense. As long as ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or is subject to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the purchaser 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 hereby assigns the customer's claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). 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 authority 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 collected, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.
(4) The processing or transformation of the purchased item by the purchaser is always carried out on behalf of us and on behalf of us. In this case, the purchaser's expectant right to the purchased item continues with the converted item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that the purchaser's item is to be viewed as the main item, it is agreed that the purchaser transfers proportional co-ownership to us and stores the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us those claims that arise against a third party as a result of the connection of the reserved goods with a property; we accept this assignment now.
(5) We undertake to release the securities to which we are entitled at the purchaser's request if their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
(1) The purchaser's warranty rights require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
(2) Claims for defects expire 12 months after delivery of the goods we have delivered to our customer. The above provisions do not apply to the extent that the law stipulates longer periods in accordance with Section 438 Paragraph 1 No. 2 BGB (buildings and items for buildings), Section 479 Paragraph 1 BGB (right of recourse) and Section 634a Paragraph 1 BGB (construction defects). Our consent must be obtained before any return of the goods.
(3) If, despite all care taken, the delivered goods have a defect that was already present at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of the defect. We must always be given the opportunity to provide supplementary performance within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction.
(4) If supplementary performance fails, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration, whereby the reduction may not exceed 20% of the respective contract amount. Our liability for defects is limited to a maximum of 20% of the respective contract amount. We are not liable for consequential damage, loss of production, loss of profit and other indirect damage. The limitation of liability does not apply in the event of gross negligence or intent.
(5) Claims for defects do not exist in the event of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as well as in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences that are not assumed under the contract. If repair work or changes are carried out improperly by the customer or third parties, there are no claims for defects for these or the resulting consequences.
6) Claims by the customer due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently moved to a location other than the customer's branch, unless the shipment corresponds to their intended use.
(7) The purchaser's recourse claims against us only exist to the extent that the purchaser has not made any agreements with his customer that go beyond the legally binding claims for defects. Paragraph 6 also applies accordingly to the scope of the purchaser's right of recourse against the supplier.
(8) The legal regulation in purchase contract law applies without restriction to the assertion of removal and installation costs.
§ 10 Miscellaneous
(1) This contract and the entire legal relationship 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).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
(3)Alternative dispute resolution:
We do not take part in a dispute resolution procedure before a consumer arbitration board.
(4) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(5) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the invalid regulation with a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation or fills this gap.
