Terms and Conditions of Sale and Delivery
Valid from February 1, 2013
1. Scope
The following terms and conditions of sale and delivery apply to all our business relationships, contracts, deliveries, and other services. For the purposes of these terms and conditions, "purchaser" or "customer" refers to both consumers and businesses. The purchaser accepts these terms and conditions upon placing an order. Deviations and terms and conditions that contradict our terms and conditions of sale and delivery will only become part of the contract if they are expressly acknowledged by us in writing.
2. Offer and Conclusion of Contract
Our offers are subject to change without notice regarding price and availability. Orders are only considered accepted when they are confirmed by us in writing or when delivery is made tacitly. This also applies if the order is placed with a branch office or a representative.
3. Price
Our prices are ex works (EXW), excluding packaging, plus applicable VAT.
... Price changes to the prices specified in the purchase agreement are permissible if more than four months elapse between the conclusion of the contract and the agreed delivery date, and if market prices change during this period. In this case, the purchase price may be adjusted accordingly. This also applies analogously to changes in the statutory value-added tax rate. If the purchase price increases by more than 5%, the buyer may withdraw from the contract by written notice within two weeks of receiving notification of the price change. For deliveries within four months, the price agreed upon in the purchase agreement applies in any case.
If the buyer is an entrepreneur acting in the course of their commercial or independent professional activity when concluding the contract, the above price change rule also applies if less than four months elapse between the conclusion of the contract and delivery.
4. Scope and Delivery
Our written order confirmation is definitive for the scope of delivery. Supplementary agreements and amendments require our written confirmation.
All drawings and calculations provided to the buyer for the execution of orders remain our property and must be returned to us after completion of the order. These may not be disclosed or made available to third parties.
5. Terms of Payment
Unless otherwise agreed, our invoices are due immediately upon receipt without deduction.
If payment deadlines are exceeded, we are entitled to charge default interest at the statutory rate. We expressly reserve the right to claim further damages.
The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, they are only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
6. Delivery Time
Delivery dates and deadlines, which may be agreed upon as binding or non-binding, must be specified in writing.
Claims for damages due to non-performance or late delivery are excluded, unless there is a willful or grossly negligent breach of duty by us or our agents.
If we are prevented from delivering on time due to force majeure or disruptions in our operations or those of our sub-suppliers that are unavoidable despite exercising reasonable care, or due to labor disputes, the dates or deadlines specified in this section will be extended by the duration of the disruption caused by these circumstances. The customer will be notified immediately of the beginning and end of such obstacles.
Our liability is limited to foreseeable, typically occurring damages, unless the delay in delivery is due to a willful breach of contract on our part.
7. Acceptance
The customer is obligated to accept the purchased goods within 14 days of the agreed delivery date. In the event of non-acceptance, we may exercise our legal rights. If we claim damages, these will amount to at least 0.5% of the invoice amount per month for storage. The damages will be adjusted accordingly if we can prove higher damages or the customer can prove lower damages.
8. Shipping and Transfer of Risk
Our deliveries are ex works (EXW). The risk passes to the buyer at the moment the goods are made available to the buyer, even if transport is carried out using our own means of transport.
At the buyer's request and expense, we are prepared to take out transport and storage insurance.
We are entitled to make partial deliveries, provided these are reasonable for the buyer.
The buyer is obligated to accept delivered goods even if minor defects are present.
9. Warranty
If the buyer is an entrepreneur acting in the course of their commercial or independent professional activity when concluding the contract, any claims for defects are only valid if the buyer has properly fulfilled their obligations to inspect and report defects as required by Section 377 of the German Commercial Code (HGB). In the case of justified complaints, rectification will be carried out in accordance with the statutory provisions. The repair is deemed unsuccessful after the second failed attempt, unless further attempts at repair are reasonable and acceptable to the customer, given the nature of the contract.
If the repair or replacement fails, or if a reasonable grace period granted to us for subsequent performance expires unused, the customer is entitled to reduce the price or withdraw from the contract.
The customer may only assert claims for damages due to the defect under the following conditions if subsequent performance has failed. This does not affect the customer's right to assert further claims for damages under the following conditions.
If the customer is a business and is acting in the course of their commercial or independent professional activity when concluding the contract, all claims for defects are excluded after 12 months from the transfer of risk, unless we have fraudulently concealed the defect. If we are obligated to complete a work, for example, a repair, this period is in any case 12 months and applies only to the work performed and the replaced parts.
10. Limitation of Liability
We are not liable for damages due to defects or other breaches of duty. This excludes damages resulting from injury to life, body, or health if we are responsible for the breach of duty, and for other damages based on an intentional or grossly negligent breach of duty by us or on a guarantee given by us. Also excluded are damages for which we are liable under the Product Liability Act or which are attributable to a culpable breach of essential contractual obligations. In the latter case, our liability is limited to foreseeable damages that typically occur.
11. Retention of Title
We retain title to the delivered goods until all claims arising from the contract have been satisfied.
If the customer is an entrepreneur acting in the course of their commercial or independent professional activity when concluding the contract, the retention of title also extends to our claims against the customer arising from ongoing business relationships until all claims related to the purchase have been settled.
At the customer's request, we are obligated to waive the retention of title if the customer has irrevocably satisfied all claims related to the purchased goods and adequate security exists for the remaining claims arising from the ongoing business relationship.
In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we can file a third-party action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the legal and extrajudicial costs of such an action, the customer is liable for the resulting loss.
At the customer's request, we are obligated to waive the retention of title if the customer has irrevocably satisfied all claims related to the purchased goods and adequate security exists for the remaining claims arising from the ongoing business relationship. The buyer is entitled to resell the goods in the ordinary course of business; however, the buyer hereby assigns to us all claims against its customers or third parties arising from such resale, up to the amount of our outstanding receivables, regardless of whether the goods are resold in their original state or after processing. The buyer remains authorized to collect these receivables even after assignment. Our right to collect the receivables ourselves remains unaffected. However, we undertake not to collect the receivables as long as the buyer fulfills its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the commencement of composition or insolvency proceedings has been filed or payments have been suspended. If, however, this is the case, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
Any processing or transformation of the goods by the buyer is always carried out on our behalf. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods relative to the other processed items at the time of processing. The same provisions apply to the item created through processing as to the purchased goods delivered under reservation of title.
If the purchased goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer's item is to be regarded as the principal item, it is agreed that the customer transfers proportionate co-ownership to us. The customer holds the resulting sole or co-ownership in trust for us.
In these cases, the customer is obligated to carefully store the item for us and must store it separately upon request.
If the buyer is a businessperson acting in the course of their commercial or independent professional activity when concluding the contract, they are obligated to insure all goods delivered under retention of title against fire and theft at their own expense and to provide us with proof of such insurance upon request. The buyer's claims against the insurance company for compensation are hereby assigned to us.
12. Place of Performance and Jurisdiction
If the buyer is a businessperson acting in the course of their commercial or independent professional activity when concluding the contract, the place of performance for delivery and payment is the registered office of the selling company. If the buyer is a businessperson acting in the course of their commercial or independent professional activity when concluding the contract, the registered office of the seller is agreed as the place of jurisdiction for all disputes arising between the parties. However, we are also entitled to bring legal action at the buyer's registered office.
13. Applicable Law
All deliveries and services are governed exclusively by the laws of the Federal Republic of Germany.
