Conditions
I. Scope of Application
These terms and conditions of sale apply only to companies and legal entities under public law. Conflicting terms and conditions or terms and conditions that deviate from our terms and conditions will not be accepted.
These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as these are legal transactions of a similar nature. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and changes) shall in any case take precedence over these Terms and Conditions of Sale. Subject to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
II. 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.
III. Documents provided
We reserve the right of ownership and copyright to all documents provided to the customer in connection with the order - also in electronic form - such as calculations, drawings, etc.. These documents may not be made accessible to third parties, unless we give the Purchaser our express written consent. If we do not accept the customer's offer within the period specified in Section II, these documents shall be returned to us without delay.
IV. Prices and Payment
Unless otherwise agreed in writing, our prices are exclusive of packaging and exclusive of value added tax at the applicable rate. Packaging costs will be charged separately.
The payment of the purchase price has to be made exclusively to the above mentioned account. The deduction of a cash discount is only permissible upon special written agreement.
Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Default interest shall be charged at the rate of 9% above the respective base interest rate per annum. The assertion of a higher default damage 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.
V. Right of Retention
The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
VI. Delivery Time and Delivery Quantity
The beginning of the delivery period stated by us requires the timely and proper fulfillment of the obligations of the customer. The plea of non-performance of the 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 are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time at which the customer is in default of acceptance or payment.
An underdelivery / overdelivery of 5% of the ordered quantity is accepted by the customer.
Further statutory claims and rights of the Purchaser due to a delay in delivery remain unaffected.
VII. Transfer of Risk Upon Shipment
If the goods are dispatched to the customer at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the works/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
VIII. Retention of Title
We reserve the right of ownership of the delivered goods until complete payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the goods if the customer acts in breach of the contract.
As long as the property has not yet been transferred, the customer has to inform us immediately in writing if the delivered item is seized or exposed to other interventions of third parties. Where the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer shall be entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to us the claims against his customer arising from the resale of the reserved goods in the amount of the final invoice amount (including value added tax) agreed with us. This assignment shall apply irrespective of whether the goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is a suspension of payment.
The processing or transformation of the goods by the customer is always carried out in our name and on our behalf. Here, the customer's right of ownership of the goods shall continue to exist in the transformed item. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our goods to the other processed items at the time of processing. The same shall apply with mixing. If mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us on a pro rata basis and keeps the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party because of the connection of the reserved goods with a property; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the customer's request where their value exceeds the claims to be secured by more than 20%.
IX. Warranty and Notice of Defects and Recourse/Manufacturer's Recourse
Warranty rights of the customer presuppose that they have properly fulfilled their duties of examination and notification of defects under § 377 of the German Commercial Code (HGB).
Warranty claims become statute-barred 12 months after delivery of the goods to the customer and after their further processing. The statutory period of limitation shall apply to claims for damages in the event of intent and gross negligence and in the event of injury to life, limb and health which are based on an intentional or grossly negligent breach of duty on the part of the user.
Our consent must be obtained prior to any return of the goods.
If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we shall, at our discretion and subject to timely notification of defects, either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision.
If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
Claims for defects of only insignificant deviations from the agreed quality, insignificant impairment of usability, and damage arising after the transfer of risk as a result of faulty or negligent handling or as a result of particular external influences which are not provided for in the contract will not be accepted.
Claims by the customer for the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any costs of removal and installation, where the expenses increase because the goods delivered by us have subsequently been brought to a place other than the customer's branch office will be excluded.
X. MISCELLANEOUS
This contract and all legal relationships between the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is in Ansbach, unless otherwise stated in the order of confirmation.
All agreements made between the parties for the purpose of executing this contract are set forth in writing in this contract.