§ 1 General, scope of application
1. The following terms and conditions apply exclusively to our sales. Deviating conditions of the buyer are not valid, even if they are not expressly rejected by us. Verbal, telephonic or telex agreements are only valid if they are confirmed by us in writing.
2. Our Terms and Conditions of Sale shall only apply to companies within the meaning of § 14 BGB (German Civil Code). Our Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser.
3. Our offers are subject to change and non-binding. Conclusions of contracts, supplements, amendments or ancillary agreements shall require our written confirmation to be effective. If the order is to be qualified as an offer according to § 145 BGB, we can accept it within four weeks.
§ 2 Transfer of risk and delivery time
1. All deliveries are made ex warehouse, excluding packaging, and in any case for the account and risk of the purchaser.
2. The risk shall pass to the customer at the latest upon dispatch of the delivery, even if partial deliveries are made or we ourselves carry out the transport.
3. The stated delivery periods are only to be regarded as approximate. Complaints are - unless otherwise expressly agreed - to be notified to us in writing without delay, but no later than 8 days after receipt of the goods.
4. If the shipment is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer from the date of readiness for shipment. In this case, we are entitled to store the delivery at the expense and risk of the customer.
5. Unless a special type of packaging is prescribed, we shall choose the shipping route and the means of shipment at our best discretion and without any liability, in particular not for the cheapest packaging. If the customer so desires, we shall cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the customer.
§ 3 Prices and discounts
1.Unless otherwise expressly agreed in writing, our list prices and discounts valid on the day of delivery shall apply. The prices are exclusive of packaging and transport. These shall be invoiced separately.
2.The statutory value-added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
§ 4 Terms of payment
1. our invoices are payable either within 8 days of the invoice date less 2 % discount or within 30 days of the invoice date net cash or with a three-month acceptance, provided that this is received by us no later than 30 days after the invoice date, as follows
a) if the acceptance is received within 8 days of the invoice date, charges shall be borne by us.
b) if the acceptance is received within 30 days of the invoice date, charges shall be borne by the customer.
2.If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8 percentage points p.a. above the base interest rate as defined in § 247 of the German Civil Code (BGB). If we can prove a higher damage caused by default, we are entitled to assert this. The customer is entitled to prove to us that we have incurred no or only minor damage as a result of the delay in payment.
3.The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 5 Warranty
1. the purchaser's warranty rights presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Our quality assurance works according to DINEN ISO9001:2000.
2.Unless otherwise expressly agreed in writing, all information about our products, in particular illustrations, drawings, technical information and references to standards and specifications contained in brochures and catalogues, do not constitute guarantees within the meaning of § 434 of the German Civil Code (BGB), but are only descriptions or characteristic drawings. The same applies to the delivery of samples or specimens unless otherwise agreed.
3.Obvious defects - including the absence of any guaranteed properties - must be notified in writing without delay, but no later than 14 days after receipt of the goods. Hidden defects must be notified in writing immediately after their discovery, but at the latest within a period of 14 days. If the customer fails to give notice of defects in due form and time, the goods shall be deemed approved. The timeliness of the notification shall be determined by the time of its receipt by us.
4. if we are prevented from fulfilling our obligations due to the occurrence of unforeseeable circumstances which we were unable to avert despite exercising reasonable care in the circumstances of the case and if delivery becomes impossible as a result, we shall be released from our delivery obligation. Such circumstances exempting us from the delivery obligation include, for example, operational disruptions, delays in the delivery of essential raw and construction materials as well as strikes and lockouts, irrespective of whether these circumstances occurred at our premises or those of our subcontractors.5. if delivery is not impossible, the delivery period shall be extended to a reasonable extent in the event of the specified circumstances. If the delivery period is extended in the above-mentioned cases or if we are released from our delivery obligation, any claims for damages on the part of the customer derived from this shall lapse.
6.If the aforementioned circumstances occur at the purchaser, the same legal consequences shall also apply to the purchaser's acceptance obligation.
7. If the purchaser defaults on acceptance or violates other obligations to cooperate, we are entitled to claim the damages we have incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of an item purchased is transferred to the purchaser at the time the purchaser defaults on acceptance.
8. If there is a defect in the purchased item for which we are responsible, we are entitled, at our discretion, to remedy the defect or to deliver a replacement. Alternatively, at our discretion, incorrectly delivered goods and verifiable shortages can be reimbursed at the calculated price.
9. If we deliver goods that are not included in our normal delivery program (custom-made products), we reserve the right to exceed or exceed the ordered quantity by 5%. Complaints due to the order quantity being under- or over-run by 5% cannot be accepted.
10.All further claims, including those for damages, as well as penalties for late payment are expressly rejected. We are therefore not liable for damage that did not occur to the delivery item itself; In particular, we are not liable for lost profits or other financial losses to the customer.
11. The above exemption from liability does not apply if the cause of the damage was due to intent or gross negligence or if life, body or health were injured. If we culpably violate an essential contractual obligation or a “cardinal obligation,” liability is limited to the damage typical for the contract; otherwise it is excluded in accordance with the previous paragraph.
12.The warranty period is six months, calculated from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential damage caused by defects, provided that no claims are asserted based on liability due to intent.
§ 6 Limitation of liability
1. Any further liability for damages than provided for in Section 5 is excluded - regardless of the legal nature of the asserted claim.
2. The regulation according to paragraph 1 does not apply to claims according to Sections 1 and 4 of the Product Liability Act. Unless the limitation of liability in accordance with Section 5 Paragraph 6 applies to claims arising from producer liability in accordance with Section 823 of the German Civil Code (BGB), our liability is limited to the compensation provided by the insurance company.
3. The regulation according to paragraph 1 does not apply in the event of initial inability or justifiable impossibility.
4. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives and vicarious agents.
§ 7 Retention of title
1. We reserve ownership of the purchased item until all payments from the delivery contract have been received. If the purchaser behaves in breach of contract, particularly in the event of late payment, we are entitled to take back the purchased item or withdraw from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale must be offset against the purchaser's liabilities - less reasonable costs of realization.
2. In the event of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 ZPO. 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 purchaser is entitled to resell the purchased item in the ordinary course of business; However, he now assigns to us all claims in the amount of the final invoice amount agreed with us (including VAT) that arise from the resale against his customers or third parties, regardless of whether the purchased item is resold without or after processing has been.
4. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the purchaser meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, has not filed an application for the opening of insolvency proceedings or has stopped payments. If this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
5. The processing or transformation of the purchased item by the purchaser is always carried out for us. 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 to the item resulting from processing as to the purchased item delivered under reservation.
6. If the purchased item is inseparably mixed 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 mixed items at the time of mixing. If the mixing occurs in such a way that the purchaser's item is seen as the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The purchaser stores the resulting sole ownership or co-ownership for us.
7. We undertake to release the securities to which we are entitled at the purchaser's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 25%; We are responsible for selecting the securities to be released.
§ 8 Place of performance, place of jurisdiction and applicable law
1. Place of fulfillment for all deliveries and payments is Saarbrücken. The exclusive place of jurisdiction is the district court or the regional court in Saarbrücken. However, we are also entitled to sue the purchaser at his place of residence.
2. The law of the Federal Republic of Germany applies exclusively to all legal relationships between the customer and us. The application of the United Nations Convention of April 11, 1980 on the International Sale of Goods (so-called UN Convention on Contracts for the International Sale of Goods) is excluded.
§ 9 Data protection and effectiveness clause
1. In accordance with Section 33 of the Federal Data Protection Act, we would like to point out that we store the customer's data within the framework of the Federal Data Protection Act.
2. If individual clauses of these general terms and conditions are wholly or partially invalid, this will not affect the effectiveness of the remaining clauses or the remaining parts of such clauses. The parties must replace an ineffective regulation with a regulation that comes closest to the economic purpose of the ineffective regulation and is effective.
As of: January 2014