These terms of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. We only recognize conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing.
These terms of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are involved.
2) Offer and conclusion of contract
- If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
- The contract is concluded with the written order confirmation.
3) Documents provided
- All documents provided to the customer in connection with the placing of the order, e.g. B. Calculations, drawings etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period of § 2, these documents must be returned to us immediately.
4) Prices and Payment
- Unless otherwise agreed in writing, our prices apply ex works plus VAT at the applicable rate.
- The purchase price must be paid exclusively to the account specified overleaf. The deduction of cash discount is only permissible with a special written agreement. Unless otherwise agreed, the purchase price is to be paid within 10 days of delivery and invoicing. Interest on arrears will be charged at a rate of 8% pa above the respective base interest rate. The assertion of a higher damage caused by default remains reserved.
- Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
5) Retention Rights
- The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
6) Delivery time
- The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the customer's obligations. The exception of the unfulfilled contract remains reserved.
- If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which he defaults in acceptance or as a debtor.
- In the event of a delay in delivery that is not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a flat-rate compensation for delay in the amount of 3% of the delivery value, but no more than 15% of the delivery value.
- Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
7) Passing of risk upon dispatch
- If the goods are sent to the customer at his request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
8) Retention of title
- We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer behaves in breach of contract.
- We undertake to release the securities to which we are entitled at the request of the customer and at our discretion insofar as the realizable value exceeds the claims to be secured by more than 20%.
9) Warranty and notification of defects as well as recourse/manufacturer's recourse
- The customer's warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
- Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. Prior to returning the goods our permit is to be requested.
- If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction.
- If the supplementary performance fails, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the payment.
- Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment or due to special external influences , which are not required by the contract. If the customer or third parties make improper changes, there are no claims for defects for these and the resulting consequences.
- Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently taken to a location other than the customer's branch has been made, unless the shipment corresponds to its intended use.
- The customer's right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.
- This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
- Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.