General terms and conditions
Section 1 Validity of the conditions
The delivery, services and offers of the company are made exclusively on the basis of these terms and conditions. Counterclaims made by the Purchaser with reference to his business or purchasing conditions are hereby contradicted, unless expressly agreed in writing.
Section 2 Offer and conclusion of contract
- Offers featured in brochures, advertisements, etc. are non-binding, even in terms of the price information. For specially-prepared offers, the Contractor shall be bound by a period of 30 calendar days from the date of the offer.
- Collateral agreements, changes, additions and/or other deviations from these terms and conditions are only valid with the express consent of the Contractor. Agreements of this kind must be made in writing.
- The Contractor shall not be liable for information in offers and/or order confirmations which is based on an obvious error, e.g. a spelling mistake. On the contrary, the obviously intended declaration will be applicable.
- The Contractor’s work documents, diagrams, descriptions, samples and estimates must not be distributed, published, reproduced or otherwise made available to third parties without his approval. The documents may be returned, without retaining any copies, on request.
Section 3 Prices, price changes
- The offered prices do not include the statutory VAT.
- The prices do not include postage and packaging costs.
Section 4 Delivery times
- Delivery dates or deadlines, which can be agreed as binding or non-binding, must be specified in writing. Liability is only recognised if an express declaration regarding this has been made by the Contractor.
- The Contractor is only responsible for delays to and/or the impossibility of the delivery and provision of services if he or his legal representatives or vicarious agents have caused the hindrance to performance, either intentionally or through gross negligence. This principle applies in particular to force majeure, strikes, lockouts, official orders, etc., even if these hindrances are encountered by suppliers of the company or their subcontractors. Accordingly, the correct and punctual self-delivery by the Contractor remains reserved. The period of grace set by the Purchaser in the event of a service delay pursuant to the statutory provisions is at least 2 weeks, depending on the order volume. This is calculated after the written notice of the period of grace.
Section 5 Dispatch and transfer of risk
- The risk passes to the Purchaser as soon as the shipment has been handed over to the person responsible for the transportation, or has left the Contractor’s site for the purpose of delivery. If the shipment is delayed or not carried out at the request of the Purchaser, the risk and the notification of readiness for dispatch are transferred to him.
- On the request of the Purchaser, deliveries may be insured in his name and on his behalf.
Section 6 Warranty
- If the service or delivery item provided by the Contractor is defective and/or there are no warranted qualities and/or defects occur within the warranty period due to manufacturing or material defects, the Contractor may choose to provide a replacement or repair the fault, to the exclusion of other warranty claims of the Purchaser. Multiple repairs are permissible.
- The warranty period begins on the date of delivery or acceptance and lasts for 8 working days, unless a longer warranty period is legally required.
- Obvious defects in the work can no longer be claimed for after acceptance. Otherwise, for the purpose of compliance with warranty claims made by the Purchaser, such defects must be reported to the company in writing immediately, within 8 working days following delivery. Defective items must be made available for inspection by the Contractor in the condition that they were in when the fault was discovered.
- Insignificant, acceptable deviations in the dimensions and designs – especially for repeat orders – do not justify objections unless absolute compliance has been expressly agreed. Technical improvements as well as necessary technical changes are also considered to be in accordance with the contract if they do not constitute a negative impact on the serviceability.
- If the operating or maintenance instructions of the Contractor are not followed, if the products are modified, if parts are replaced, or if consumables which do not comply with the original specifications are used, any warranty will lapse if the Purchaser does not disprove a correspondingly substantiated assertion that the defect was only caused by one of these circumstances.
- Liability for normal wear and tear is excluded.
- If a repair or replacement fails after a certain period, the Purchaser may choose to demand a price reduction or to terminate the contract.
- The above provisions of this paragraph are not applicable to the sale of second hand items. These are delivered under the exclusion of any warranties.
- If the Contractor supports the Purchaser beyond his legal obligations to provide information regarding the use of the product, he shall only be liable pursuant to Section 7 if a special fee has been agreed.
Section 7 Limitation of liability
Claims for damages resulting from a positive breach of obligation, culpability following conclusion of the contract, and tortious liability not simultaneously due to the breach of a contractual obligation on the part of the Contractor, are excluded both against the Contractor and his vicarious agents, unless the damage was intentional or caused by gross negligence. This does not apply to claims for damages from property insurance which is intended to protect the Purchaser against the risk of consequential damage. Damage claims pursuant to the Product Liability Act (PrdHG) remain unaffected.
Section 8 Retention of title
- Until all claims against the Purchaser to which the Contractor is entitled on any legal grounds have been fulfilled, the Contractor reserves the ownership of the delivered objects (reserved goods).
- The Purchaser is obliged to notify the Contractor immediately in writing of any attachments of the reserved items, and to inform the pledgee of the reservation of title. Excluding the cases in the following paragraphs, the Purchaser is not entitled to sell or pledge the items delivered under retention of title, or to assign them for security purposes.
- If the delivery is carried out by the Purchaser on the behalf of a company, the items may be resold in the ordinary course of business. In this case, the claims of the Purchaser against the consumer from the sale are already assigned to the Contractor. For items which are resold on credit, the Purchaser will be required to retain ownership of the goods sold to his customers. The Purchaser hereby assigns the rights and claims relating to the retention of title against his customers to us.
- Any processing or editing of the reserved objects carried out by the Purchaser shall be free of charge for the Contractor. Processing, joining, combining or mixing the reserved items with other goods which do not belong to the Contractor shall entitle the Contractor to the resulting co-ownership of the new items in the ratio of the factor value of the reserved objects to the other goods at the time of processing, joining, combining or mixing. If the Purchaser acquires the sole ownership of a new item, the contracting parties agree that the Purchaser shall grant the Contractor co-ownership of the new item in the ratio of the factor value or the co-ownership of joined, processed, combined or mixed reserved items, to the co-ownership of the new item, and shall store this free of charge for the Supplier. If the reserved items are resold together with other goods – either without or following joining, processing, combining or mixing – the advance assignment agreed in Paragraph 3 above shall only apply in the amount of the factor value of the reserved items which have been resold together with other goods.
- If the Purchaser does not fulfil his obligation to the Contractor punctually or at all, and/or unreliably deals with the goods delivered under retention of title, the Contractor may, without prejudice, demand the return of the goods, provided that a reasonable deadline for the Purchaser to fulfil his obligation has passed unsuccessfully. If the Purchaser has fulfilled the contract, the Contractor must hand over the items.
Section 9 Payment
- Unless otherwise agreed, the Contractor’s invoices are payable without deduction after invoicing.
- The Contractor reserves the right to refuse cheques or bills of exchange. Cheques are only accepted as a conditional payment. Discount or bill charges shall be paid by the Purchaser, and are due immediately.
- If the Contractor is made aware of circumstances that call the creditworthiness of the Purchaser into question – especially if a cheque is not cashed, or payments cease – the Contractor is entitled to declare that the remaining debt is due for payment, even if he has accepted cheques. In this case, the Contractor is also entitled to demand advance payments or securities.
- If the Purchaser stops payment definitively and/or triggers insolvency proceedings on his assets or judicial or extrajudicial composition proceedings, the Contractor is also entitled to withdraw from the unfulfilled part of the contract.
- The Contractor is entitled, in spite of the provisions of the Purchaser, to firstly offset payments against older debts. The Contractor shall inform the Purchaser of this type of offset. If there are existing costs and interest, the Contractor reserves the right to initially charge for payment of the costs, then the interest and finally the main service.
- If the Purchaser is in arrears, the Contractor shall be entitled to charge default interest in the amount of 1% above the applicable discount rate of
the German Central Bank for the relevant period. The enforcement of a claim for additional damages against the Contractor remains unaffected. In the cases described above, the Purchaser is at liberty to prove lesser damage, which would then be decisive.
- The offset on the part of the Purchaser is waived, provided that there are no legally established counterclaims, and it is not disputed by the Contractor. Section 10 Applicable law, place of jurisdiction, partial invalidity
- For these terms and conditions of business and the entire legal relationship between the Contractor and the Purchaser, the laws of the Federal Republic of Germany shall apply.
- In so far as the Contractor is a merchant within the meaning of the German Commercial Code or a legal entity under public law, the place where the Contractor’s registered office is situated shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
- Should any provision of these terms and conditions of business be or become invalid, this will not affect the validity of any other terms and conditions and agreements between us and the Purchaser.