General terms and conditions
§1 Scope of application
(1) These conditions of sale apply exclusively to companies, legal persons under public law or special-purpose entity organized under public law, in accordance to § 310 Paragraph 1 German Civil Code. The conditions of sale proposed by the customer, which differ from our own, shall only be recognized, if we explicitly agree to them being valid in writing.
(2)These conditions of sale are also valid for future transactions with the purchaser, as far as legal transactions of an associated nature are concerned.
§2 Provided documents
All documents, such as calculations, drawings etc., which have been provided during the purchase pocess in connection with the order assignment, are subject to proprietary and copy rights. These documents are not allowed to be made accessible to third parties, unless we give our explictly written consent to the customer.
§3 Prices and payment
(1) Unless stated otherwise, our prices are valid ex works plus VAT at the applicable rate.
(2) If the net amount of the order exceeds the sum of 250.00 €, we provide free shipping within Germany.
(3) The payment of the purchase price must be made exclusively to the account mentioned on the invoice.
(4) The purchase price has to be paid within 30 days from the delivery. If the payment is made within 14 days, we grant a cash discount of 2%. Default interests are calculated at 8% above the respective base rate per year. The assertion of a higher compensation to cover default damages remains reserved.
§4 Offsetting and rights of retention
The customer shall be entitled to offset only if his counterclaims are legally determined or indisputable. The purchaser is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§5 Delivery time
(1) The beginning of the delivery time specified by us requires the timely and proper fulfillment of the customer's obligations. The objection of a non-fulfilled contract remains reserved.
(2) If the customer falls into default of acceptance or if he culpably violates other obligations of cooperation, we are entitled to demand compensation for the damages incurred, including possible additional expenditures. Further claims remain reserved. If the above-mentioned conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods is transferred to the customer, at the time at which he is in default of acceptance or default.
(3) In the situation that there is a delay in delivery, caused by us, not intentionally or through gross negligence, we will be liable for a default of 3% of the delivery value, but no more than 15%, for each completed week.
(4) Further legal claims and customer rights due to a delay in delivery shall remain unaffected.
§6 Retention of title
(1) We reserve the ownership of the delivered goods until the complete payment of all claims arising from the delivery contract. This is also valid for future deliveries, even if we do not always explicitly refer to them. We are entitled to take back the purchased goods if the customer behaves in breach of contract.
(2) The customer is obliged, as long as the property has not yet been transferred to him, to handle the purchased object with care. He is particularly obliged, to insure this, at his own expenses, against theft, fire and water damage, at replacement cost. If the property has not yet been transferred, the customer has to notify us right away, in writing, if the delivered object has been seized or if there were other interventions by third parties. If the third party is not able to reimburse us, to cover the judicial and extrajudicial costs of a successful litigation, pursuant to § 771 Code of Civil Procedure, the customer is liable for the losses we have incurred.
(3) The customer is entitled to resell the reserved goods in normal business transactions. The customer assigns to us now already the claims of the purchaser resulting from the resale of the reserved goods, up to the amount of the invoice total agreed with us (including VAT). This clause remains valid, whether or not the delivered goods have been reprocessed or reworked before resale. The purchaser remains authorized to collect the receivables even after assignment. Our authorization to collect the receivables ourselves remains unaffected therefrom. We will not exercise our collection claims, however, so long as the buyer continues to meet his payment obligations arising out of the proceeds collected, is not in default of payment and, particularly, when no application for the opening of insolvency proceeding has been made or there has been a notice to suspend payment issued.
(4) The processing or reworking of the goods by the customer, shall always be on behalf and by order of us. In this case, the reversionary interest of the purchaser in the goods purchased will continue in the reconstructed object. If the ordered item is processed with other objects that do not belong to us, we acquire the joint ownership of the newly resulting item at a ratio of the objective value of our purchase item, at the time of the reprocessing. The same is valid in case of mixture. Insofar as the mixing occurs in such a way, that the item of the purchaser is to be regarded as the main item, it shall be deemed that the buyer transfers proportionate co-ownership to us and keeps the so resulted alone property or joint ownership to us. To secure our claims against the purchaser, the purchaser also assigns to us any receivables accruing to him from combination of the goods subject to retention with real property against a third party, we already accept the assignment with immediate effect.
§7 Warranty
(1) Should the delivered goods have any defects at the time of delivery, the suppliers warranty covers amendments and replacements up on his choice under the condition that the customer has claimed in due time and form. The opportunity to carry out repairs within an appropriate period is always to be given to us. Recourse claims shall remain unaffected by the above regulation without restriction.
(2) Notification of defects regarding delivered goods has to be presented in writing within ten workdays.
(3) In case of failiure og the supplementar performance , the customer may withdraw from the contract or lessen the payment. Damage claims remain unaffected.
§8 Miscellaneous
(1) German laws shall apply for this contract and the entire legal relationship of both parties. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
(2) The place of fulfilment and the exclusive jurisdiction for all disputes is our seat of business, unless otherwise indicated in the order confirmation.
(3) All agreements that are made between the parties concerning the execution of this contract have to be stipulated in writing in the contract.
(4) Should individual clauses of these conditions be or become void, the remaining conditions shall not be affected hereby The respective clause shall be replaced by a a legally permissible regulation that renders best the initial economic idea..
