Terms and conditions
Terms of sale and delivery
The following terms and conditions shall apply to all our offers, sales, deliveries of value and value services, consultations and other contractual services. They shall apply, even if they are not expressly referred to again in individual cases reference is made to them.
The customer’s terms and conditions of purchase shall not be binding on us even if we do not expressly object to them.
Oral ancillary agreements require our written confirmation in order to be effective.
Our offers are subject to change. Agreements shall only become binding for us upon our written confirmation.
Objections to confirmations must be made in writing without delay.
Prices and other information
Our prices apply ex stock or ex factory excluding packaging, freight, shipping charges and insurance plus the statutory value added tax. Confirmed prices shall only apply upon acceptance of the confirmed quantities.
In the case of call orders and all orders whose processing takes more than 6 weeks, we reserve the right, changes in cost factors by adding a corresponding surcharge to our prices. Deviations in weight, number of items and dimensions are permitted up to 10 % both with regard to the final quantity and in the case of partial deliveries partial deliveries are permitted.
Each delivery – including carriage paid deliveries – shall be made at the customer’s risk. The risk shall pass to the customer when the goods are handed over to the carrier or forwarding agent, at the latest when the goods leave the warehouse or the factory.
Partial deliveries are permissible. Unloading of the goods is the responsibility of the customer and shall be at his expense.
Compliance with the delivery deadline is subject to the fulfilment of the customer’s contractual obligations.
If we are prevented from fulfilling our obligations on time due to the occurrence of unforeseen events affecting us or our supplier and which we can
events which affect us or our supplier and which we cannot avert even with the diligence reasonable under the circumstances of the case (e.g. war, natural disasters, accidents, strikes, lock-outs), the delivery period shall be extended by the duration of the hindrance and by a reasonable start-up time. If delivery becomes impossible or unreasonable for us due to such an impediment, we may withdraw from the contract.
If we are in default with a partial delivery or a partial service, the customer shall only be entitled to withdraw from the contract or to demand or to claim damages only if the partial performance of the contract is of no interest to him. With regard to the exclusion and limitation of claims for damages, the following shall apply accordingly
The goods shall travel unpacked or packaged as is customary in the industry. The packaging is charged at cost price.
Generally, the packaging will not be taken back.
Transport and breakage insurance:
Insurance against transport damage. Transport losses and breakage shall only be made at the express request of the customer for his account. Damage reports are to be made immediately after receipt of the goods and confirmed in writing according to type and extent and scope.
Obvious transport damage and shortages are to be recorded immediately upon arrival of the goods by means of a railway official statement of facts or similar evidence and certified on the accompanying documents (consignment note etc.). Claims for damages against third parties are to be assigned to us upon request.
Complaints and liability for defects
Notices of defects due to obvious defects must be submitted to us in writing without delay, at the latest within 2 days after arrival of the goods at their at the place of destination must be submitted to us in writing and specified. Defects which cannot be discovered within this period even after careful inspection shall be notified in writing immediately after discovery. In the case of transactions with merchants, § 377 of the German Commercial Code (HGB) shall apply unchanged, but with the proviso that the complaint must be made in writing Goods that are sold as inferior quality are not subject to warranty in this respect.
Negotiations about complaints do not waive the objection of delayed, insufficient or unfounded notice of defects. In the absence of warranted characteristics, claims for damages are excluded in transactions with merchants, unless the warranty has the specific purpose of protecting the customer against consequential harm caused by a defect.
No warranty is given for damage caused by unsuitable or improper use, faulty assembly, natural wear and tear, defective construction and excessive use.
Redemption and cancellation
A return of custom-made products or goods procured on special order of the customer without a corresponding legal obligation is excluded. We will only take back other delivered goods in exceptional cases if we have agreed in advance that the return will be carriage paid and the goods are in perfect condition. Goods taken back can only be credited after deduction of a reasonable compensation up to the amount of 15 % of the value of the goods. If we agree to a cancellation of the contract prior to delivery without any legal obligation, a reasonable compensation for expenses shall also be paid.
Compensation for damages
Claims for damages of any kind are excluded in transactions with merchants, unless we have acted with intent or gross negligence. In the event of gross negligence, liability in all cases – including in the cases of the above clause – for transactions with merchants is always limited to the damage foreseeable at the time of conclusion of the contract.
Claims for damages arising from positive breach of contract, culpa in contrahendo and tort are excluded unless they are based on intent or gross negligence by us, our legal representative or our vicarious agent.
Our invoices are payable within the agreed terms of payment. If nothing has been agreed, the statutory payment period of 30 days shall apply. Our claim and its due date shall remain unaffected until cheques and bills of exchange accepted or payment from the assignment of claims have been honoured. Discount, protest and collection charges for bills of exchange shall be borne by the customer.
If the customer defaults on an obligation towards us, all payment claims shall become due immediately. If payments are deferred or if the customer is in default, we shall charge interest at a rate of at least 8% above the respective discount rate of the Deutsche Bundesbank. Claims of the purchaser against us cannot be assigned. The Purchaser shall only be entitled to a right of retention if he is a non-merchant. Offsetting with counterclaims of the customer is excluded unless the counterclaims are undisputed or have been legally established.
Retention of title, security interests
We retain title to all goods delivered by us until full payment of all invoice claims due to us against the buyer, including those arising from contracts concluded at a later date or contracts not yet completed.
In the event of processing or treatment by the buyer, the acquisition of ownership by the buyer is excluded: the buyer processes or acquires ownership for us. In the event of a conflict with the retention of title of other suppliers, we shall acquire joint ownership with these suppliers, who shall be named in writing by the buyer upon request.
The buyer is only permitted to resell the goods in accordance with the rules of proper business. In the event of a sale, all claims against the purchaser arising therefrom shall be deemed assigned to us, also for processed goods, in the full amount. If the goods further delivered by the seller also consist of goods delivered by other suppliers and if these have also agreed corresponding reservations or assignments with the buyer which oppose our rights, we would become joint creditors with them.
The buyer shall name the other suppliers in question and provide us with any information on request. In the event of non-compliance with the terms of payment, we shall be entitled to prohibit the resale of goods to the buyer, even if their purchase price is not yet due, and to take custody of the existing goods in our possession until our claims have been settled. If we make use of this right, this shall only constitute a declaration of withdrawal from the contract if we expressly declare this; otherwise it is merely a precautionary measure.
The buyer must notify us immediately of any seizure of the goods delivered under retention of title, sending a seizure report to enable timely intervention.
Place of fulfilment and jurisdiction
The place of performance for the delivery is the respective place of dispatch of the goods, the place of performance for all obligations of the customer is the registered office of our company.
The place of jurisdiction for all disputes – also for bills of exchange and cheques – shall be the registered office of the company, provided that the customer is a registered trader, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany.
German law shall apply to the contractual relationships. Should individual provisions of these terms and conditions be invalid in whole or in part, this shall not affect the remaining provisions.