GENERAL TERMS OF SALE AND DELIVERY
§ 1 Scope
(1) The following terms and conditions shall apply to all sales and deliveries, unless otherwise agreed upon in written form. By acceptance of our performance, they are also considered as having been agreed upon without the explicit consent of the purchaser / buyer. The remaining parts of the agreement entered into between us and the purchaser on the basis of the terms of sale and delivery at hand shall remain binding also in case of the legal invalidity of individual stipulations or parts of individual stipulations. We only acknowledge conflicting conditions of the purchaser / buyer or conditions that deviate from our terms of sale and delivery if explicitly consented to in written form.
§ 2 Offer and Conclusion of Contract
(1) The offers and prices contained in our catalogues, sales documents and the Internet are subject to change without notice. Agreements are entered into only upon receipt of our written or electronically dispatched order confirmation, which shall be legally effective also in mechanical form and without signature and name affixed or by way of delivery effected.
§ 4 Prices and Payment
(1) Unless otherwise agreed upon in written form, our prices shall apply ex-factory excluding packaging and transport, however, plus the respective applicable Value Added Tax. Costs for packaging and transport shall be invoiced separately.
(2) Payment of the purchase price shall be effected only to the account specified. Deduction of any cash discounts shall be permissible only in case of a separate agreement in written form.
(3) Unless otherwise agreed upon the purchase price shall be paid within a period of thirty (30) days after delivery. Cash discounts require a specific agreement. Interest on arrears shall be charged to the amount of 8 % above the respective base interest rate p.a. Subject to assertion of a higher damage caused by delayed performance.
(4) Subject to appropriate price increases on account of changes in costs of wages, materials and sales for deliveries effected 3 months after conclusion of the agreement or later, unless a fixed price agreement was entered into.
§ 5 Counterbalancing and Rights of Retention
(1) The purchaser / buyer shall have the right to counterbalancing only if his counterclaims have been ascertained legally binding or if they are uncontested. The buyer shall be entitled to the execution of a right of retention only to the extent that his counterclaim is founded on the same contractual relationship.
§ 6 Delivery Periods
(1) Delivery periods shall be approximate only, unless specified as binding in written form.
(2) We shall be entitled to make partial deliveries. Each partial delivery may be invoiced separately. In case of call orders, it is mandatory for the call to be effected at least 2 weeks prior to the desired delivery date.
§ 7 Shipping and Passage of Risk
(1) If the goods are shipped to the purchaser / buyer upon his request, the risk of incidental sinking or incidental deterioration of the goods shall pass to the purchaser / buyer upon dispatch of the goods to the purchaser / buyer, at the latest upon leaving the factory / warehouse. This shall apply independent of the fact if the dispatch of the goods is effected from the place of performance or who shall bear the freight costs.
(2) If delivery is effected with our vehicles, the risk shall pass to the purchaser / buyer as soon as the goods are made available at the location specified by the purchaser / buyer.
(3) Unloading shall be the sole responsibility of the purchaser / buyer, who shall provide suitable unloading equipment and the human resources required. If the purchaser / buyer requests assistance for unloading (incl. unloading equipment) or further transport – deviating from the contractual agreements – these efforts shall be charged additionally. Cooperation in such work, however, does not constitute any assumption of an additional risk.
§ 8 Reservation of Ownership
(1) We reserve the property of the goods delivered until full payment has been effected for any and all debts outstanding that result from the supply agreement. If the purchaser / buyer falls into arrears, we shall be entitled to take back the purchased goods, to enter the facility of the purchaser if required in order to take back the purchased goods. Taking back, however, is not considered to be withdrawal from the agreement
(2) The purchaser / buyer shall be obliged to treat the purchased goods with care as long as the ownership has not passed. As long as the ownership has not passed the purchaser / buyer shall be required to immediately notify us in written form if the objects supplied are taken in execution or are otherwise subject to interference by third parties. To the extent that the third party is not capable of reimbursing the judicial and extra-judicial expenses of a suit in accordance with Section 771 of the Code of Civil Procedure (§ 771 ZPO), the purchaser / buyer shall be liable for the financial loss incurred.
§ 9 Warranty and Customer’s Complaint as well as Recourse / Manufacturer’s Claim to Damages
(1) Warranty rights of the purchaser / buyer require that the purchaser buyer has duly complied with his investigation and complaint duties due in accordance with Section 377 of the German Commercial Code (§ 377 HGB).
(2) Defect claims come under the statute of limitations in 12 months following the delivery of the goods supplied by us. The above stipulations shall not apply, should the law according to Section 438 Para. 1 No. 2 of the German Civil Code (§ 438 Abs. 1 Nr. 2 BGB – buildings and equipment for buildings), Section 479 Para. 1 of the German Civil Code (§ 479 Absatz 1 BGB – recourse claims) and Section 634a Para. 1 of the German Civil Code (§ 634a Absatz 1 BGB – construction defects) stipulate longer mandatory periods. Our consent will have to be obtained prior to the return of the goods.
(3) Should the goods supplied exhibit any defect - despite the care exerted - that was already present at the time of the passage of risk, we shall at our discretion either rework the goods or supply replacement goods, subject to notice of defects within the time stipulated. We are always to be given the opportunity to subsequent specific performance within an appropriate period of time. Claims for recourse shall not be affected by the above provisions without any limitation.
(4) Should the subsequent specific performance fail, the purchaser / buyer may – irrespective of any claims for damages – withdraw from the contract or reduce the compensation.
(5) Claims for defects shall not exist in case of only minor deviation from the condition agreed upon, in case of only minor encroachment of the usefulness, in case of natural wear and tear or wear in case of defects created after the passage of risk as a consequence of erroneous or negligent treatment, excessive stress, inappropriate resources, inadequate assembly work or on account of specific environmental influence, which are not expected in accordance with the agreement. If the purchaser / buyer or third parties perform improper repair work or modifications, no claims for defects shall apply for these and the consequences resulting from them.
(6) Claims of the purchaser / buyer on account of expenditures required for the purpose of subsequent specific performance, particularly costs of transport, travel, labour and materials, are excluded to the extent that the expenditures increase on account of the fact that the goods supplied by us were subsequently taken to a different location than the subsidiary of the purchaser / buyer, unless the taking of the goods corresponds to their intended use.
(7) Claims for recourse of the purchaser / buyer against our enterprise only exist to the extent that the purchaser / buyer has not entered into any agreements with his customer that exceed the claims for defects mandatorily required by law. Para. 6 shall apply accordingly to the scope of the claim for recourse of the purchaser versus the supplier.
§ 10 Miscellaneous
(1) The agreement at hand together with the entire legal relationship of the parties shall be subject to the laws of the Federal Republic of Germany under exclusion of the UN Purchase Right (CISG).
(2) Place of performance and exclusive place of jurisdiction for any and all legal disputes arising from the agreement at hand shall be the seat of our company, unless the order confirmation states otherwise.
(3) Any and all agreements entered into between the parties hereto for the execution of the agreement at hand will have to be submitted in written form.
(4) Should individual stipulations of the conditions at hand be or become inoperative, then the remaining stipulations shall not be affected by this.
Version: January 2017