Terms & Conditions

 § 1 Scope of application

  1. These Terms of Sale apply exclusively for business persons, legal entities under public law or funds under public law in terms of §310 (1) BGB (German Civil Code). Opposing conditions of the Purchaser or those deviating from our Terms of Sale are only recognised by us if we have explicitly agreed to their validity in writing.
  1. These Terms of Sale also apply for all future transactions with the Purchaser if they are legal transaction of a similar type.
  1. Our offers are only directed toward commercial customers. Consumers in terms of § 13 BGB (German Civil Code) shall not be supplied.

 

§ 2 Offer and conclusion of the contract

If an order is to be considered as an offer according to § 145 BGB (German Civil Code), we may accept it within two weeks.

 

§ 3 Provided documentation

We reserve proprietary rights and copyrights to all documents e.g. calculations, drawings etc. provided to the purchase in the context of the assignment. This documentation may not be made accessible to third parties unless we grant explicit written consent to the purchaser. Unless we accept the offer of the purchaser within the period of notice of § 2, these documents have to be returned to us without undue delay.

 

§ 4 Prices and payment

  1. Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT in the respective valid amount. Packaging costs shall be invoiced separately.
  1. Payment of the purchase price has to be made exclusively to the account stipulated overleaf. Deduction of a discount is only permissible upon special written agreement.
  1. Unless agreed otherwise, the purchase price is due and payable within 14 days following delivery. Default interest in the amount of 8% above the respective base interest rate p.a. shall be charged. The assertion of a higher damage caused by default remains reserved.
  1. Unless a fixed-price-agreement was made, we reserve the right to adequate price changes due to changed wage, material and distribution costs for deliveries, which occur 3 months or more after conclusion of the contract.

 

§ 5 Delivery time

  1. Delivery times or deadlines which have not been explicitly agreed upon as binding are exclusively non-binding specifications. The delivery time specified by us commences only once all technical issues have been clarified. The purchaser is also obligated to fulfil all owed obligations properly and on time.
  1. If the Purchaser is in default of acceptance or if he culpably violates other obligations to participate, we are entitled to demand compensation for incurred damages including any additional expenses. Further claims remain reserved. If the above conditions exist, the risk of accidental destruction or accidental deterioration of the merchandise is transferred to the Purchaser at the moment he is in default of acceptance or payment.

 

§ 6 Transfer of risk at dispatch

If the merchandise is sent to the Purchaser at his request, the risk of accidental destruction or accidental deterioration of the merchandise is transferred to the Purchaser at the latest upon the merchandise leaving the works/warehouse. This applies regardless of whether the dispatch of the merchandise occurs from the place of fulfilment or who pays the freight costs.

 

§ 7 Reservation of title

  1. We retain ownership to the supplied product up to the complete payment of all claims resulting from the contract of delivery. This also applies for all future deliveries even we do not explicitly refer to this fact. We are entitled to take back the merchandise if the Purchaser acts contrary to the agreement.
  1. The purchaser is obligated to treat the merchandise with care until the ownership has been transferred to him. He is particularly obligated to take out sufficient as-new insurance against theft, fire and water damages at his expense. If maintenance and inspection work has to be carried out, the Purchaser has to implement those at his expense in due time. Until ownership has been transferred the Purchaser has to notify us in writing without undue delay if the supplied object is being seized or subjected to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extra-judicial costs of a successful petition according to § 771 ZPO (Code of Civil Procedure), the purchaser is liable for the damage we incurred.
  1. The Purchaser is entitled to on-sell the reserved goods in the cause of normal commercial transaction. The Purchaser is today assigning to us the claims of the purchaser from the on-selling of the reserved goods to the extent of the agreed final invoice amount (including VAT). This assignation applies regardless of whether the merchandise was on-sold with our without processing. The Customer is entitled to collect the claims also following the assignation. Our authorisation to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the Purchaser complies with his payment obligations from the revenue, is not in default of payment and has particularly not applied for the commencement of insolvency procedures or has suspended payment.
  1. The treatment and processing or reconstruction of the merchandise by the Purchaser always occurs in our name and on our behalf. In this event the contingent right of the Purchaser to the merchandise is continued in the reconstructed object. If the merchandise is processed with other merchandise not belonging to us, we obtain co-ownership in the new object at the ratio of the objective value of our merchandise to the other processed objects at the time of processing. The same applies in case of intermingling. If the intermingling occurs in the manner that the object of the Purchaser is considered the main object, it is agreed that the Purchaser assigns to us proportional ownership and preserves the thus created sole ownership or co-ownership for us. To secure our claims against the Purchaser, the Purchaser also assigns to us such claims which he accrues based on the intermingling of the reserved goods with a property against a third party; we accept this assignation today.

 

§ 8 Warranty and notice of defect as well as recourse/manufacturer regress

  1. Warranty rights of the purchaser imply that he has properly complied with his obligations regarding inspection and requirement to give notice of defects in accordance with § 377 HGB (German Commercial Code).
  1. Warranty claims become statute barred within 12 months following the delivery of the goods supplied by us to our purchaser. The warranty period is excluded for used products. Our consent is required prior to any return of the goods.
  1. If the supplied product exhibits a defect which already existed at the time of the transfer of risk despite all applied diligence, we shall - at our discretion - repair the merchandise or supply a substitute subject to a notice of defect within the prescribed period. We are to be granted the opportunity of subsequent fulfilment within a reasonable period at any time. Claims of recourse remain unaffected from the above regulation.
  1. Warranty claims do not exist in case of mere insignificant deviations from the agreed quality, immaterial impairment of usefulness, natural wear and tear as well as damages occurred after the transfer of risk due to faulty or negligent treatment, excessive load, unsuitable consumables, inadequate construction work, unsuitable construction surface or special external influences which are not stipulated according to the agreement. If the Purchaser or a third party performs improper repairs or changes, these and any resulting consequences are also excluded from warranty claims.
  1. Claims by the Purchaser due to expenses based on the subsequent fulfilment, particularly transport, shipping, labour and material costs, are excluded if the expenditure increases due to merchandise supplied by us being delivered to a location other than that of the seat of the Purchaser, unless the supply correlates with their intended usage.
  1. Claims of recourse of the Purchaser against us exist to the extent as the Purchaser has not agreed to any stipulations exceeding the statutory mandatory warranty claims with his purchaser. Furthermore, paragraph 5 applies to the extent of the Purchaser's claim of recourse against the supplier.

§ 9 Miscellaneous

  1. This Agreement and the entire legal relationships of the Parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN-Sales Act CISG (Convention on Contracts for the International Sale of Goods).
  1. Place of fulfilment and exclusive place of jurisdiction for all disputes arising from this Agreement is our registered office unless otherwise determined in the order confirmation.
  1. All agreements made between the parties for the purpose of the execution of this Agreement are documented in writing in this Agreement.
  1. If individual conditions of this Agreement are or become ineffective or contain a gap, the remaining conditions remain in force. The Parties are obligated to replace the ineffective condition with a legally permissible condition which is closest to the economic purpose of the ineffective condition and/or fills this gap.