General Terms and Conditions of Business
The following Terms and Conditions of Business apply for all our deliveries to entrepreneurs and services performed for entrepreneurs as laid down in § 310 Paragraph 1 in conjunction with § 14 of the German Civil Code (BGB). Deviating terms and conditions of our contract partners which we do not expressly recognise are not binding, even if we do not expressly object to them. The Terms and Conditions of Business of our contract partners are only effective with our express written approval.
On placing an order, purchasers accept our General Terms and Conditions of Business for future transactions as well. The validity of the Terms and Conditions of Business can only be changed by written agreement. This also applies for amendments to the written form clause.
2. Offers, Scope of Services and Conclusion of Contract:
Our offers are all subject to change and non-binding. Only at this point will incoming contracts (orders) placed by a customer constitute an offer. Orders are only deemed to have been accepted once they have been confirmed by us in writing or in a text form. Verbal subsidiary agreements and subsequent changes to a contract are only valid once confirmed by us in writing or in a text form. Our order confirmation is decisive for the scope of a contractually agreed performance.
3. Transfer of Risk and Despatch:
Each consignment shall have been agreed "ex works" provided that is deemed to have been agreed unless specifically confirmed otherwise. Despatch is carried out at the expense and risk of purchasers. If duly requested by purchasers, we will insure consignments against theft, breakage, fire and water damage and other insurable losses and risk at the expense of the relevant purchaser.
4. Prices and Payment, Offsetting and Retention:
Unless otherwise agreed, prices apply ex works exclusive of despatch and transportation expenses. Value Added Tax in the respective legal amount is added to the prices shown.
Should we take account of subsequent requests for change by a purchaser; the extra costs incurred will be charged to the purchaser. Our invoices are payable immediately upon receipt, with no deductions. Due dates shown on the receipt of an order shall apply as payment deadlines. The date of our invoice constitutes the commencement of the payment period. Interest in the amount of 8% above the respectively valid basic interest rate shall be charged in the event of the culpable overrunning of the payment period under reservation of the assertion of other claims.
Purchasers are only entitled to offsetting when their counter-claims are legally binding, undisputed or acknowledged by us. Buyers shall furthermore only be entitled to exercise a right of retention if their counter-claim is based on the same contractual relationship.
5. Delivery Period:
Delivery times indicated by us may only be deemed to be approximate. They are only binding when designated as such. They are appropriately extended when purchasers on their part delay or fail to provide essential or agreed active cooperation. The same applies for operational disruptions which result from shortages of raw materials, power cuts, strikes and similar events (force majeure) in our own or in a third-party enterprise on which production depends. Such obstacles exempt us from compliance with agreed delivery dates and entitle us to withdraw completely or partially from the contract. Should a purchaser, once we have already fallen behind schedule, grant us an appropriate period of grace with a warning of rejection, the purchaser shall be entitled to withdraw from the contract after expiry of this grace period. The buyer shall only be entitled to compensation due to non-performance in the amount of the foreseeable loss when the delay was the result of wilful intent or gross negligence; this liability for damages is furthermore limited to 50% of the damage incurred.
6. Retention of Title:
We retain title to the goods delivered until their payment has been fully settled. Retention of title also applies until all claims, including future and contingent claims resulting from the contractual relationship between the buyer and our company have been settled. Purchasers may neither pledge nor provide our goods as security unless they have already effectively assigned their claims against their contract partners to a third party or agreed on non-assignment. The buyer may, however, resell or process our goods in the normal course of business. The buyer shall thus already assign the receivables resulting for these business partners to us in order to secure the fulfilment of our claims according to Clause 1.
In the event that the buyer sells our goods together with other goods not belonging to us or combines, mixes or blends our goods with other movable goods or should the buyer enforce a claim also covering his other services, he shall assign to us at this point already the same claims to this receivable including all the ancillary rights in the amount of the value of our goods with priority over the remaining share of the receivables. We hereby accept the declaration of assignment of the buyer. Upon request by us, the buyer shall be obliged to evidence these claims to us in detail and make the effected assignment known to subsequent purchasers linked to the request to pay the amount of our claims to us. We are also entitled to notify the subsequent purchaser of the assignment ourselves and collect the amount receivable. We shall no exercise this entitlement as long as the purchaser duly complies with his obligations to make payment. In the event that the purchaser collects the receivables assigned to us, he shall already hereby assign his respective remaining receivables in the amount of these parts of claims. The surrender of the amounts involved shall, however, shall not be affected.
The purchaser may not assign his claims against subsequent purchasers to third parties, nor pledge them, nor agree to a prohibition of assignment with its subsequent purchasers. In the case of current accounts our securities are deemed to be security for payments of amounts owing to us. Purchasers shall notify us immediately of any attachment or any other impairment of our rights by a third party. Purchasers shall deliver to us all the documents required for intervention and bear the intervention costs incurred by us. At the request of the purchaser, we will release the securities to which we are entitled provided their value exceeds the amount of receivables in Clause 1 by more than 10%. We are entitled to exercise our rights to retention of title without withdrawing from the contract.
7. Claims for Defects
Descriptions of our goods, statements with respect to their characteristics, etc. do not constitute a warranty within the meaning of the German Civil Code (BGB). We likewise to not assume warranties in respect of any suitability for use. A product will in particular not be defect when a defect only concerns an insignificant deviation from the agreed quality insofar as such a deviation does not impair the usability of the goods delivered (e.g. slight deviation in the colour).
Instructions for use and technical advice which may be given are given on the basis of experience, but without giving rise to any liability on our part. If the purchase is a commercial transaction for both parties, the purchaser shall examine the goods immediately after receipt insofar as this is feasible in the appropriate course of business and shall immediately, but not later than within a week of receipt of the goods, notify us in writing should a defect become apparent. Should written notification not be received in this period, the goods delivered by us will be deemed to have been approved unless the defect was not recognisable during the inspection of the goods. The provisions of §§ 377 and the following of the German Commercial Code (HGB) shall also apply.
In the event of justified complaints we shall deliver shortfalls, and otherwise, at our own option, remedy the defect, withdraw from the contract or duly reduce the purchase price provide this is deemed to be reasonably acceptable for the purchaser. Should, in the event of rectification, the second replacement delivery also be inadequate, purchasers shall be entitled to withdraw from the contract or reduce the purchase price by a reasonable amount.
Any other claims for compensation by a purchaser, insofar as such claims do not result from the assumption of a guarantee, shall be excluded. This shall not apply in the event of wilful intent or gross negligence on our part in respect of significant contract obligations.
Claims for compensation by purchasers are excluded. This shall not apply in the event of wilful intent or gross negligence in respect of significant contract obligations on our part in the case of the assumption of warranties.
9. Patent Rights
We do not assume any liability for the risk of off-patent use upon delivery of our products. Only purchasers of the goods are obliged to check on whether or not the use constitutes an infringement of the property rights of others.
10. Applicability of German Law, Place of Performance, Place of Jurisdiction and Final Provisions:
The application and interpretation of these General Terms and Conditions of Business and the conclusion and interpretation of legal transactions with purchasers are regulated according to the law of the Federal Republic of Germany. The application of a uniform law on the conclusion of international sales contract for movable goods, the uniform law on the international sale of movable goods in the UN Sales Convention, is excluded.
The place of performance for all the obligations resulting directly or indirectly from this contractual relationship, including the obligation to make payment, is D-91220 Schnaittach. If the purchaser is a business person, D-01220 Schnaittach is agreed as the local authority for all the legal disputes arising from the contractual relationship and its development (also applies for actions on bills of exchange and checks). We are also entitled to take legal action at a court that is responsible for the headquarters or a branch of the purchaser.
The invalidity of individual provisions of this contract or its components does not affect the validity of the remaining provisions. The parties to the contract shall be reasonably obliged to replace in good faith invalid provisions with provisions which best comply with the economic success of invalid provisions insofar as such replacement does not result in any material change to the content of the contract; the same shall also apply to any matter which requires regulation but for which no express provision has been made.