Section 1 Scope
(1) These conditions of sale shall only apply to companies, legal persons under public law or special funds under public law pursuant to Section 310 (1) of the German Civil Code (BGB). If the Purchaser’s conditions contradict or deviate from our conditions of sale, we shall not recognise such contradictory or deviating conditions unless we expressly agree in writing to their application.
(2) These conditions of sale shall also apply to all future transactions with the Purchaser, provided said future transactions are legal transactions of a similar nature (as a precaution, the conditions of sale must always be enclosed with the order confirmation).
Section 2 Offers and conclusion of the Agreement
If an order is to be viewed as an offer pursuant to Section 145 of the BGB, we may accept it within a period of two weeks.
Section 3 Transferred documents
We retain the ownership rights and copyright to all documents sent to the Purchaser in association with the granting of the order, e.g. calculations, drawings etc. These documents must not be made accessible to third parties unless we grant the Purchaser our express approval to do so in writing. If we do not accept the Purchaser’s offer within the period specified under Section 2, these documents must be returned to us without delay.
Section 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices shall apply ex works, excluding packaging and plus VAT in its applicable amount. Packaging costs are invoiced separately.
(2) The purchase price must be paid exclusively to the account detailed on the reverse. The application of any discount is only permitted with special written agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 30 days of invoicing. Default interest equal to 8% over the relevant basic interest rate per annum shall be applied (see Appendix 1). We reserve the right to assert higher damages caused by late payment.
(4) If no fixed prices have been agreed, we reserve the right to make reasonable price adjustments due to changes in wage, material and distribution costs for delivery that take place three months or later after the conclusion of the Agreement.
Section 5 Compensation and rights of retention
The Purchaser is only entitled to compensation if its counterclaims have been determined to be legally binding or are undisputed. The Purchaser is only authorised to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
Section 6 Delivery time
(1) The start of the delivery time we specify requires the Purchaser to have met its obligations in a timely and proper manner. This does not affect the right to object to a non-fulfilled agreement.
(2) Should the Purchaser be in default of acceptance or should it culpably violate other cooperation obligations, we shall be entitled to demand compensation for any damage we incur in this regard, including any additional expenses. This does not affect the right to make further claims. If there are any existing requirements, the risk of an accidental loss or an accidental deterioration of the item of purchase shall transfer to the Purchaser at the moment at which the Purchaser enters into default of acceptance or debtor’s default.
(3) In the event of any delay in delivery that is not the result of intent or gross negligence on our part, we shall be liable to the sum of 3% of the delivery value for each complete week of delay as part of the fixed compensation for delay. However, this liability shall not exceed 15% of the delivery value.
(4) Any additional legal claims and rights of the Purchaser arising from delay in delivery shall remain unaffected.
Section 7 Transfer of risk upon dispatch
If the goods are sent to the Purchaser at its request, the risk of accidental loss or accidental deterioration of the goods shall transfer to the Purchaser when the goods are sent or, at the latest, when they leave the workshop/warehouse. This shall apply regardless of whether the goods are sent from the place of fulfilment or who is bearing the freight forwarding costs.
Section 8 Reservation of title
(1) We reserve ownership to the delivered item until the complete payment of all receivables arising from the delivery agreement. This shall also apply for future deliveries, even if we do not consistently and expressly refer to this Agreement. We are entitled to take the purchase item back if the Purchaser acts in a manner contrary to the Agreement.
(2) The Purchaser undertakes to treat the purchase item with care for as long as ownership has not transferred to the Purchaser. In particular, the Purchaser undertakes to sufficiently insure the purchase item against theft, fire and water damage, at the purchase item’s original value and the Purchaser’s own expense (note: only permitted when selling high-value goods). If maintenance and inspection work needs to be carried out, the Purchaser shall carry out such work at its own expense and in good time. Until ownership has been transferred, the Purchaser must inform us in writing without delay if the delivered object is seized or exposed to any other interference by third parties. If the third party in question is unable to reimburse us for the legal and out-of-court costs of a claim pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Purchaser shall be liable for the loss we incur.
(3) The Purchaser is entitled to resell the reserved goods in normal business transactions. The purchaser shall assign to us receivables from the resale of the reserved goods equal to the sum total of the invoice as agreed with us (including VAT). This assignment shall apply regardless of whether the purchase item has been resold without or after processing. The Purchaser shall remain authorised to collect the receivable even after the assignment. This does not affect our authorisation to collect the receivable ourselves. However, we will not collect the receivable if the Purchaser meets its payment obligations arising from the revenue received, is not in default of payment and, in particular, if no application has been made to launch insolvency proceedings or there is no suspension of payment (note: this clause shall not apply if no extended reservation of title is desired).
(4) Any processing, treating and remodelling of the purchase item by the Purchaser shall always take place in our name and on our behalf. In such cases, the expectant right of the Purchaser to the purchase item shall be transferred to the remodelled item. If the purchase item is processed using other objects not belonging to us, we shall acquire co-ownership to the new item according to the ratio of the objective value of our purchase item to the other processed objects at the time of processing. The same shall apply in the event of mixing. If this mixing takes place in such a way that the Purchaser’s item is to be viewed as the main item, it shall be considered agreed that the Purchaser shall transfer co-ownership to us on a pro rata basis and shall ensure the resulting sole ownership or co-ownership for us. In order to guarantee our receivables against the Purchaser, the Purchaser shall also assign to us any receivables that arise as a result of connecting the reserved goods with the property against a third party; we already accept this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the Purchaser if their value exceeds the receivables to be secured by more than 20%.
Section 9 Warranty, notification of defects and recourse/manufacturer recourse
(1) The warranty rights of the Purchaser require the Purchaser to have met the examination and notification obligations owed by it pursuant to Section 377 of the German Commercial Code (HGB).
(2) Claims for defects become time-barred 12 months after the delivery of the goods we have delivered to our Purchaser (note: when selling used goods, the warranty period can be excluded completely). The aforementioned provisions shall not apply if the law pursuant to Section 438, Paragraph (1) no. 2 of the BGB (buildings and items for buildings), Section 479 (1) of the BGB (right of recourse) pursuant to Section 634a (1) of the BGB (building defects) prescribes longer periods of time as mandatory. Our approval must be obtained before returning the goods.
(3) We take the utmost care when producing and handling our goods. Should a defect that already existed at the time of the transfer of risk nevertheless be discovered in the delivered goods, we shall repair the goods as we see fit or deliver replacement goods, subject to complaints being filed in good time. We shall always have the option of supplementary performance within a reasonable period of time. Rights of recourse shall remain unaffected by the aforementioned regulation, without restriction.
(4) Should supplementary performance fail, the Purchaser may withdraw from the Agreement or reduce remuneration irrespective of any claims for damages.
(5) Claims for defects do not exist in the case of merely insignificant deviations from the agreed quality, in the case of merely insignificant impact on usability, in the case of natural wear and tear, or in the case of wear in the event of damages that occur after the transfer of risk due to faulty building work, unsuitable building plots or special external influences that are not provided for under the Agreement. If repair works or modifications are performed improperly by the Purchaser or third parties, no claims for defects shall exist for these works or the resulting consequences.
(6) All claims on the part of the Purchaser to the expenses necessary for the purpose of supplementary performance, in particular transportation, road, work and material costs, are excluded in situations where the expenses increase as a result of the goods we deliver being delivered to a location other than the branch of the Purchaser, unless said delivery complies with intended use.
(7) The Purchaser’s rights of recourse against us only exist insofar as the Purchaser has not made any agreements with its own purchaserthat go beyond the legally mandatory claims for defects. Paragraph 6 shall continue to apply accordingly for the scope of the Purchaser’s rights of recourse.
Section 10 Miscellaneous
(1) This Agreement and the overall legal relationships of the parties are subject to the law of the Federal Republic of Germany in exclusion of the UN Sales Convention.
(2) Unless otherwise specified in the order confirmation, the place of fulfilment and exclusive jurisdiction for all disputes arising from this Agreement shall be our business headquarters.
(3) All agreements made between the parties in order to execute this Agreement must be put in writing in this Agreement.
(4) Should individual provisions of this Agreement be or become ineffective or contain a loophole, the remaining provisions shall remain hereby unaffected. In place of the ineffective regulation, the parties undertake to make a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation, or to close the loophole.
Terms of payment
Within 8 days from date of invoice less 3% discount or 30 days without deduction. Terms of delivery domestic: Invoice amounts up to net 500, — Euro ex works, over 500, — Euro free delivery. Delivery conditions abroad: Invoice amounts up to net 500, — Euro ex works, over 500, — Euro free to German border.