General Terms and Conditions

§ 1 Scope of application

These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special public assets within the meaning of § 310 (1) BGB. Contradictory or deviating from our terms and conditions of sale we only acknowledge if we expressly agree to the validity in writing.

These Terms of Sale also apply to all future transactions with the purchaser, insofar as they are legal transactions of a related nature (as a precautionary measure, the Terms of sale should always be attached to the order confirmation).

Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and modifications) shall in any case take precedence over these terms of sale. For the content of such agreements, subject to proof to the contrary, a written contract or our written confirmation is decisive.

§ 2 Offer and conclusion of the contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

§ 3 Documents provided

On all documents provided to the customer in connection with the placing of the order – also in electronic form, such as e.g. Calculations, drawings etc., we reserve ownership and copyright rights. These documents must not be made available 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

Unless otherwise agreed in writing, our prices apply ex works exclusively to packaging and VAT in the respective valid amount. Packaging costs will be charged separately.

The payment of the purchase price must be made exclusively to the reciprocally named account. The deduction of discounts is only permitted with a special written agreement.

Unless otherwise agreed, the purchase price must be paid within 10 days of delivery (alternatively: “... the purchase price is payable within 21 days of invoicing” or “... the sale price is payability up to -”.) Late interest is calculated in the amount of 8% above the respective basic interest rate per annum. The assertion of a higher delay damage is reserved.

Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs are reserved for deliveries that take place 3 months or later after the conclusion of the contract.

Section 5 Rights of retention

The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

The beginning of the delivery time indicated by us requires the timely and proper fulfillment of the customer's obligations. The objection of the unfulfilled contract is reserved.

If the customer defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to claim compensation for the damage incurred by us in this respect, including any additional expenses. Further claims are reserved. If the foregoing conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time when he has defaulted on acceptance or debtor.

In the event of a delay in delivery caused by us not intentionally or through gross negligence, we shall be liable for each completed week as part of a lump-sum default penalty of 3 % of the delivery value, but no more than 15 % of the delivered value.

Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of risk in case of dispatch

If the goods are shipped to the customer at the request of the customer, upon dispatch to the customer, at the latest upon leaving the factory / warehouse, the risk of accidental loss or accidental deterioration of the goods passes to the customer. This applies irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.

Section 8 Retention of title

We reserve ownership of the delivered item until full payment of all claims under the delivery contract. This also applies to all future deliveries, even if we do not always expressly invoke this. We are entitled to take back the object of purchase if the customer behaves in breach of contract.

The customer is obliged, as long as the property has not yet passed on to him, to treat the object of purchase with care. In particular, he is obliged to insure them at his own expense against theft, fire and water damage sufficiently at new value (note: only permitted for sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer must carry it out in good time at his own expense. As long as the property has not yet passed, the customer must immediately notify us in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of a claim pursuant to § 771 ZPO, the customer is liable for the default incurred by us.

The customer is entitled to resell the reserved goods in normal business transactions. The customer already assigns the claims against the buyer 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 irrespective of whether the object of purchase has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim itself remains unaffected by this. However, we will not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in late payment and in particular no application for opening insolvency proceedings has been made or there is a suspension of payment. [Note: This clause lapses if no extended retention of title is desired.]

The processing and transformation of the object of purchase by the customer always takes place on behalf and on behalf of us. In this case, the customer's right of entitlement to the object of purchase continues with the reorganized object. If the object of purchase is processed with other objects that do not belong to us, we acquire co-ownership of the new object in proportion to the objective value of our object of purchase to the other processed objects at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the object of the customer is to be regarded as the main thing, it shall be deemed agreed that the customer transfers us proportionally co-ownership and keeps the resulting sole or co-proprietary property for us. In order to secure our claims against the customer, the customer also assigns such claims to us that arise from the combination of the reserved goods with a property against a third party; we already accept this assignment.

We undertake to release the collateral we are entitled to at the request of the customer, insofar as its value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and notification of defects as well as recourse/manufacturer recourse

Warranty rights of the customer presuppose that he has duly complied with his investigation and complaint obligations owed pursuant to § 377 HGB.

Claims for defects expire in 12 months after delivery of the goods delivered by us to our customer. For claims 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 by the user, the statutory limitation period applies. (Note: in the case of sale of used goods, the warranty period can be completely excluded with the exception of the claims for damage referred to in sentence 2).

As far as the law according to § 438 Abs. 1 No 2 BGB (works and objects for buildings), § 445 b BGB (claim of recourse) and § 634a paragraph 1 BGB (construction defects) prescribe longer deadlines, these deadlines apply. Before any return of the goods, our consent must be obtained.

If, despite all due diligence, the delivered goods have a defect that already existed at the time of the transfer of risk, we will repair the goods, subject to timely notification of defects or deliver replacement goods at our choice. It is always possible for us to provide further fulfillment within a reasonable time. Recourse claims remain unaffected by the above regulation without restriction.

If the subsequent performance fails, the customer can – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

Claims for defects do not exist in the case of only a negligible deviation from the agreed quality, in the event of only an insignificant impairment of usability, natural wear or wear, as well as in the cases of damage caused after the transfer of risk as a result of faulty or negligent treatment, excessive stress, unsuitable equipment, defective construction work, unfit ground or due to special external influences which are not required by the contract. If the customer or third party incorrectly performs repair work or changes, there are also no claims for defects for these and the resulting consequences.

Claims of the customer due to the expenses necessary for the purpose of subsequent fulfillment, in particular transport, transport, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been transferred to a place other than the customer's establishment, unless the shipment corresponds to their intended use.

Recourse claims of the customer against us exist only insofar as the customer has not concluded any agreements with his customer beyond the legally binding defect claims. For the extent of the customer’s recourse against the supplier, paragraph 6 shall also apply accordingly.

§ 10 Other

This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany excluding UN Sales Law (CISG).

Place of performance 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 not permitted if at least one of the parties is a company not registered in the commercial register)

All agreements made between the parties for the execution of this contract are set out in writing in this contract.

Annex III

Notes

Although the clause prohibitions of the catalogue facts of §§ 308, 309 BGB according to § 310 Abs. 1 BGB do not apply to GTC, which vis-à-vis entrepreneurs i. S. d. § 14 BGB, is not to be automatically assumed in the reverse conclusion that the use of clauses such as those mentioned in §§ 308, 309 BGB vis-à-vis entrepreneurs in the general case of content control of §§ 305 ff. BGB withstand. According to § 307 Abs. 1, 2 No. 1 BGB, which also applies to the use of GTC vis-à-vis entrepreneurs, an unreasonable disadvantage of the contractual partner is assumed in case of doubt if the clause is not compatible with essential basic ideas of the statutory regulation from which it deviates. According to case law, this leads to the fact that the catalogues of clause prohibitions in §§ 308, 309 BGB on the interpretation of § 307 BGB also acquire indirect significance in commercial traffic.

The clause prohibitions of § 308 BGB are generally transferable to sales between entrepreneurs, because in their margins of appreciation the commercial peculiarities are taken into account. In contrast, such a blanket solution is not possible with the prohibitions of § 309 BGB, but the violation of § 308 is also an indication of the ineffectiveness of the clause when selling between entrepreneurs. Here it is advisable to have a case-by-case examination carried out by a legal expert before using the GTC.

Transparency requirement

This bid means that a clause in GTC is unreasonably disadvantageous even if it is not clear and understandable. This requirement means that non-transparent clauses per se, without the addition of a substantive unreasonable disadvantage to the contractual partner, are to be considered ineffective. This also means that the transparency requirement also applies to pricing rules and performance-descriptive clauses, which are in principle excluded from content control.

Warranty periods

MOVABLE GOODS

new - buyer is an entrepreneur 1 year

Needed - Buyer is not an entrepreneur

Obligation to report defects

For non-obvious defects, the defect notification period may not be set shorter than one year in the GTC. The commencement date is the statutory limitation period.

Reimbursement of expenditure in the event of subsequent fulfilment

The seller has according to § 439 Abs. 2 BGB the expenses necessary for the purpose of subsequent fulfillment (e.g. transport, road, labour and material costs. This obligation must not be excluded by GTC.

Restriction to subsequent performance

In the case of a defective item as subsequent performance, the buyer may, at his choice, demand the remedying of the defect or the delivery of an item free of defects or, if the conditions are met, also claim compensation. Only if the subsequent performance is not successful, impossible or unreasonable can the buyer – in the second place – assert warranty rights: withdrawal or reduction. Restrictions solely on subsequent performance are ineffective if the right of reduction is withdrawn from the other part of the contract in case of failure of subsequent performance.

Limitations of liability

Any exclusion or limitation of liability for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by the user or a deliberate or negligible breach of duty of a legal representative or proxy of the user shall be invalid.

Amount of interest on late payments

From the beginning of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, whether as buyer or seller, the interest rate is 5 % above the base rate. In the case of sales contracts between entrepreneurs, the interest rate is increased by the debt law reform to 8% above the base interest rate.