open menuGeneral Terms and Conditions
1. The following Terms and Conditions of Business are decisive for all offers and order acceptances as well as for all supplies by us or by us through authorised persons. Verbal agreements or assurances must be confirmed in writing to be valid.
With acceptance of the goods, the buyer waives the application of his/her/its Terms and Conditions of Business, even if these claim exclusivity. These General Terms and Conditions of Business also apply to all future business relationships between us and the buyer.
2. A contract first comes into existence when an order is accepted in writing by us or our authorised representatives. Verbal agreements or assurances are invalid without our written agreement.
3. The agreed prices are net prices. Value added tax at the applicable rate and transportation costs will be calculated separately.
4. Deliveries are made on the account of and at the risk of the buyer. The risk is transferred to the buyer with dispatch even if carriage-paid delivery is agreed exceptionally. Partial delivery is permissible. The method of transportation and carriage are decided by us, insofar as the buyer does not issue written instructions.
The provisions of the above paragraph apply even if the delivery is carried out for us by a third party.
5. Delivery deadlines apply as having been kept to when the risk has been transferred to the buyer before its expiry. If the delivery deadline is exceeded by more than four weeks and an adequate period of grace set by the buyer thereafter expires without success, the buyer may withdraw from the contract. Further claims are excluded, insofar as nothing else has been agreed.
We are released from the obligation to deliver on time for events unforeseeable and unavoidable by us, such as acts of God, mobilisation, war, warlike conditions and other unrest, delays in transportation, strikes, lockouts, traffic disruptions, energy and raw material shortages, the orders of public authorities and other disruptive events not caused by us for the period they last. Ongoing delivery deadlines are extended to a suitable extent: if the disruptive event lasts longer than 3 months, we are also entitled to withdraw in part or in full from the contract. We will inform the buyer of the occurrence of such events in a suitable manner.
6. In the case of a default of acceptance, the buyer has to recompense us for all losses, including transportation costs. If we demand compensation because on non-fulfilment, we can choose to either provide proof of our losses or – insofar as the buyer does not provide proof of lesser, concrete losses – demand a lump sum of 30% of the net purchase price of the delivery not accepted plus expenses as compensation.
7. We retain ownership of the products supplied by us as well as items created through their adaptation or processing until all claims by us against the buyer now or in the future are fulfilled. In respect of an open account, reserved ownership applies as security for the balance due to us. Any possible adaptation or processing is undertaken by the customer for us without liabilities arising for us. If there is processing with other items, including under extended retention of ownership of products supplied, we acquire joint ownership in the new item in proportion to the purchase price agreed between us and the buyer and the corresponding purchase prices of the other products. The buyer now transfers any proportion in joint ownership that may arise through connecting, commixture or compounding our products with other items immediately to us. The buyer shall hold the products in our sole or joint ownership (reserved products) for us as depositary with commercial care. If the buyer takes out insurance for the reserved products, he/she/it now transfers his/her/its rights from the relevant relationship of our (joint) ownership share to all (joint) ownership shares in the reserved product effected to us as security.
The disposal of the reserved products is permitted only in the course of the buyer's normal business. Other disposals which may jeopardise our rights are not permitted. Any receivables arising for the buyer from the disposal of the products to a third party are now transferred to us as security: should he/her/it dispose of the reserved products with or without processing or after or commixture or compounding with other products, the assignment of the receivables apply only to the amount of the part agreed that corresponds to the purchase price agreed between us and the buyer plus a security margin of 20% of this price. The buyer is entitled to collect the receivables assigned on our behalf on a fiduciary basis. We can revoke this authorisation as well as the entitlement to dispose of the reserved products to a third party if the buyer does not fulfil his/her/its obligations to us.
The buyer shall always provide us with all requested information on the reserved products and our rights hereafter assigned to us. The buyer must notify us immediately of a seizure or claims of third parties against the reserved products and handover the necessary documentation to us. At the same time/she/it shall inform the third party of our retention of ownership. The cost of defending against such seizures or claims shall be borne by the buyer. If the value of our security exceeds our total claims by more than 20%, the buyer is inasmuch entitled to request release of the security. Should the buyer be in default with its obligations to us, we can, without prejudice to our rights, take back the reserved products and make other use of the products to satisfy the outstanding debt of the buyer. In this case, the buyer shall ensure immediate access to the reserved products by us or our representative and restore these. Should we demand restoration on the basis of these provisions, this shall not be regarded as withdrawal from the contract, unless the Instalment Purchase Law ( ) applies.
If we supply to countries in which the extended retention of ownership does not have the same security effect as in the Federal Republic of Germany, the buyer will do everything to provide us immediately with relevant security rights.
8. Payments are to be made net cash within 30 days after the date of the invoice. Notwithstanding any contrary provisions of the buyer, payments are cleared against the relevant oldest costs, interest and then the invoices. Bills of exchange and cheques are accepted only after separate agreement and at no cost and expense to us. Should the payment deadline be exceeded, we shall charge interest in the amount of 5% above the ECB base rate. The right to claim damages for default remains reserved.
The buyer has the right of retention or offsetting against our claims only for those claims that are undisputed or which have been legally determined. All our claims, including those for which we have accepted bills of exchange or for which payment by instalment is agreed, are due immediately when the payment provisions have not been adhered to without legal grounds or we become aware of an important worsening in the financial circumstances of the customer after the conclusion of the contract. We shall also then be entitled to perform outstanding supplies and services only against prepayment or against the provision of security. Should prepayments or the provision of security not have been made after the expiry of a period of grace, we shall be entitled to withdraw from the contract.
9. In the context of the following provisions, we guarantee that the goods supplied are not encumbered by manufacturing or material faults, which would remove or reduce the value or suitability for normal use or use prescribed under the contract, at the time of the transfer of risk. The provisions of this clause also apply to the supply of other than contractual goods or in the absence of warranted properties.
In respect of faulty supply or services, our warranty obligation is limited at our choice to reworking or replacement supply. Replaced parts become our property. Should the removal of a fault by reworking or replacement supply fail, the buyer can request a suitable reduction in the purchase price. Should no agreement be reached on the amount of the reduction, the buyer can also cancel the contract. .
All warranty claims of the buyer shall lapse six months after supply. The buyer shall forfeit all warranty claims if he/she/it uses the goods supplied for purposes for which they are not intended or if he/she/it does not follow the operating instructions provided by us or if he/she/it adapts or processes the goods without our agreement or if changes or repairs are made by persons not authorised to do this by us.
In respect of reworking or replacement supply, the same warranty applies as for the original supply or services and only to the expiry of the warranty period applicable to these. All additional or other rights of the buyer other than provided in these provisions regardless of the legal basis are excluded.
10. We are liable for the losses of the buyer only insofar as we or our vicarious agents can be made accountable for intent or gross negligence. This applies to all claims for damages, regardless of whether they are based on legal provisions, fraudulent behaviour, contractual agreements or their violation, or on any other legal grounds. This limitation of liability does not, however, comprise direct damage (defects) caused by the absence of warranted qualities and such consequential damage due to defects against which such warranted qualities were supposed to protect the buyer; we are liable for other consequential damage only to the abovementioned limited extent. Damage caused by our gross negligence will be made good only to the extent of the amount that could have reasonably been foreseen at the time the contract was concluded, taking into account all circumstances known or culpably unknown to us..
11. The buyer cannot assign its rights under the contract without our agreement.
12. German law, with the exclusion of the Uniform Sales Code and the German Uniform Code on the Formation of Contracts for the international Sale of Movable goods, shall apply to the relationship between the parties. The invalidity of an individual item of these provisions shall not affect the validity of the other provisions. Should it turn out that a provision is invalid, the parties shall replace the invalid provision with a provision that comes closest to the purpose of the invalid provision. The place of fulfilment and jurisdiction for all disputes arising directly or indirectly from the contractual relationship is for both parties Ingolstadt v. d. H., including for claims regarding bills of exchange or cheques. However, we are entitled to sue the buyer in any other place of jurisdiction.