General terms and conditions of business
The following terms and conditions of sale apply to all contracts concluded between the buyer and us for the delivery of goods. They shall also apply to all future business relations, even if they are not expressly agreed again. Any deviating terms and conditions of the Buyer which we do not expressly acknowledge shall not be binding on us, even if we do not expressly object to them. The following terms and conditions of sale shall also apply if we execute the buyer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer.
Agreements made verbally by our field staff require our written confirmation in order to be valid.
Our offers are subject to change and non-binding unless we have expressly designated them as binding. If an order confirmation is issued by us, it becomes part of the contract. The customer is therefore obliged to check the order confirmation for its factual correctness after receipt.
The scope of delivery is based on the order confirmation. Dimension-
3. prices and terms of payment
The prices quoted by us are ex works, unless otherwise specified in the order confirmation. Our prices do not include the statutory value added tax. We will show this separately on the invoice at the statutory rate.
Unless otherwise agreed, our invoices are due within 10 days after receipt of the goods without deduction. A cash discount deduction requires a written agreement between us and the buyer. A payment shall only be deemed to have been made when we can dispose of the amount. In the case of cheque payments, payment shall only be deemed to have been made when the amount owed has been irrevocably credited to us.
If the buyer defaults on a payment, the statutory provisions shall apply. The buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, have been acknowledged by us or are undisputed. To exercise a right of return
In the case of contracts with an agreed delivery period of more than 4 months, we reserve the right to increase prices in accordance with cost increases that have occurred due to supplier contracts, collective agreements or material price increases, etc.
4. delivery periods, delay
The delivery period shall not commence until technical questions or details of execution have been fully clarified. Likewise, the purchaser must fulfil all obligations incumbent upon him properly and in good time.
Events of force majeure, e.g. mobilisation, war, riot or similar events such as strikes or lockouts, shall extend the delivery periods appropriately. Such events of force majeure entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up period and to withdraw from the contract on account of the part not yet fulfilled if the delivery is made considerably more difficult or impossible for us, irrespective of whether the events of force majeure occurred at our premises or those of a sub-supplier. The customer can demand a declaration from us as to whether we wish to withdraw or deliver within a reasonable period of time. If we do not make a declaration, the customer may withdraw.
If we are in default with the delivery, the buyer has to grant a subsequent delivery period of 3 weeks. The subsequent delivery period can only be set after the expiry of the delivery period. Claims of the buyer because of late delivery and because of non-delivery are excluded.
If the buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the buyer culpably violates duties to cooperate. With the occurrence of the acceptance
5. transfer of risk
Even in the case of carriage paid delivery, the risk shall pass to the customer as soon as the goods have been dispatched or collected. We shall endeavour to take into account the wishes and interests of the buyer with regard to the type of dispatch and dispatch route; any additional costs incurred as a result - - shall be borne by the customer.
6 Warranty / Liability
Claims for defects on the part of the purchaser shall only exist if the purchaser has not fulfilled his obligation to examine the goods in accordance with § 377 HGB.
Insofar as there is a defect in the purchased item and a complaint has been made in good time, a replacement delivery free of defects will be made at our expense after the agreed return of the goods. We are, however, entitled to choose whether to rectify the defect or issue a credit note. The average failure of the entire delivery is decisive for the complaint of defects. The buyer shall grant us a reasonable period of time for subsequent performance.
The purchaser may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The purchaser's right to assert further claims for damages shall be excluded.
We shall be liable in accordance with the statutory provisions for damage to life, limb and health resulting from a negligent or intentional breach of duty by us, as well as for damage covered by liability under the Product Liability Act. For damages which are not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent on our part, we shall be liable in accordance with the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless we have acted intentionally.
7. retention of title
The delivered goods (goods subject to retention of title) shall remain our property until all claims, including all current account balance claims, to which we are entitled against the Buyer now or in the future have been satisfied in full. In the event that the Buyer acts in breach of contract, e.g. in default of payment, we shall be entitled to take back the goods subject to retention of title after having set a reasonable period of time in advance. If we take back the reserved goods, this shall constitute a withdrawal from the contract.
During the existence of the reservation of title, the customer is prohibited from pledging or transferring ownership by way of security. The resale is permitted to the customer in the ordinary course of business under the condition that he receives payment from his customer or makes the reservation that the property is transferred to the customer only when he has fulfilled his payment obligations.
The claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including all balance claims from current account) are already now assigned to us in full by the buyer by way of security. We hereby accept the assignment.
The buyer is entitled to collect this claim as long as he is not in default of payment. As soon as this happens, we are entitled to revoke the direct debit authorisation. The customer is then obliged to provide us with all necessary information so that we are able to collect the receivables from the buyer ourselves. We shall likewise be entitled to revoke the resale
8 Place of performance, place of jurisdiction, applicable law
The place of performance and exclusive place of jurisdiction for deliveries and payments (including cheque
The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
9. validity of the conditions
Any legal ineffectiveness of individual parts of these delivery