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Terms and Conditions
General conditions of sale
§1 General - Scope
(1) Our conditions of sale apply exclusively; We do not recognize conditions of the customer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our conditions of sale also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
(2) All agreements made between us and the customer for the purpose of executing this contract shall be set out in writing in this contract. Verbal and telephonic declarations by our representatives and employees as well as additional agreements, changes to the contract and amendments are only effective if confirmed in writing.
(3) Our conditions of sale apply only to merchants.
(4) Our terms of sale also apply to all future transactions with the customer.
§ 2 Offer - Offer Documents
(1) Our offers are always non-binding
(2) If the order qualifies as an offer according to § 145 BGB, we can accept it within two weeks.
(3) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to written documents that are designated as "confidential" and prior to their disclosure to third parties, the customer requires our express written consent
(4) Illustrations, drawings, weights, descriptions, etc. in offers, price lists and other general printed matter are only approximate values and are therefore only binding if expressly confirmed.
§ 3 Prices - Terms of Payment
(1) Unless otherwise stated in the order confirmation, our prices shall apply "from our delivery warehouse", excluding packaging, which will be invoiced separately.
(2) Unless otherwise agreed, deliveries shall be made on delivery at our discretion, subject to the COD charges.
(3) VAT is not included in our prices; it will be shown separately in the bill at the statutory rate on the date of invoicing.
(4) The deduction of cash discount requires a special written agreement.
(5) Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) within 10 days from the date of invoice, if the customer is in default of payment, we shall be entitled to demand statutory default interest.
(6) The Purchaser shall only be entitled to offsetting rights if his counterclaims have been legally established, are undisputed or acknowledged by us. Furthermore, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 4 Delivery Time
(1) The beginning of the delivery time specified by us presupposes the clarification of all technical questions.
(2) Partial deliveries are permitted.
(3) If the customer sets us a reasonable period of grace after we have already defaulted, he shall be entitled to withdraw from the contract after fruitless expiry of this grace period; Claims for damages due to non-fulfillment in the amount of foreseeable damage shall only be available to the Purchaser if the delay is due to intent or gross negligence or to a material breach of duty; Otherwise, the liability for damages is limited to 50% of the damage incurred.
(4) The limitation of liability acc. Paragraph (3) does not apply if a commercial firm transaction has been agreed; The same applies if the purchaser can assert due to the delay for which we are responsible that the immediate assertion of the claim for compensation for the damage is to be considered instead of the service.
(5) Compliance with our obligation to deliver presupposes the timely and proper fulfillment of the obligations of the customer.
(6) If the purchaser is in default of acceptance or if he violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item at the time of the buyer, in which he is in default of acceptance.
§ 5 Transfer of Risk
(1) Unless otherwise stated in the order confirmation, delivery is agreed "ex our Auslieferlager" The risk is -. Even in case of carriage paid delivery - to the buyer once the goods have left our warehouse / factory.
(2) If the customer so wishes, we will cover the delivery by a transport insurance; the costs incurred in this respect shall be borne by the purchaser.
§ 6 Warranty for Defects
(1) The warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligations to inspect and complain under § 377 HGB.
(2) Insofar as we are responsible for a defect in the purchased goods, we shall be entitled to supplementary performance in the form of a remedy of defects or a replacement delivery. In the case of removal of defects, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, unless these increase as a result of the goods being transported to a place other than the place of performance.
(3) If the supplementary performance fails, the purchaser is entitled at his discretion to declare the withdrawal or to demand a corresponding reduction of the purchase price (reduction).
(4) Unless otherwise stated below (subsection (5) and subsection (6)), further claims of the purchaser - for whatever legal reasons - are excluded. We are therefore not liable for damages that did not occur on the delivery item itself; In particular, we are not liable for loss of profit or other financial losses of the customer.
(5) If the cause of the damage is based on intent or gross negligence, we are liable according to the statutory provisions. This also applies if the purchaser desires damages instead of performance due to the lack of a guaranteed quality of the goods.
(6) If we culpably violate a material contractual obligation, the liability is limited to the damage typical for the contract; otherwise it is excluded according to para. (4). From a "substantial" contractual obligations in the sense of these terms and conditions is always to speak when we culpably violate such intentions, the orderly fulfillment of which the purchaser trusts and may trust, because they shape the contract.
(7) The warranty period is 12 months from the transfer of risk. exceptions
§ 7 Total Liability
(1) Further liability for damages as provided for in § 6 (4) to (6) shall be excluded, regardless of the legal nature of the asserted claim.
(2) The regulation according to para. (1) does not apply to claims according to §§ 1, 4 Product Liability Act. It also does not apply if we are liable for a physical injury or damage to health for other legal reasons. Insofar as the limitation of liability according to § 6 para. (6) does not apply to claims arising from the producer's liability in accordance with § 823 BGB due to property damage, our liability is limited to the indemnification of the insurance company. Insofar as this does not occur or does not occur completely, we shall be liable up to the amount of the coverage. (3) The provision pursuant to para. (1) shall also not apply in the event of initial inability or impossibility. (4) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives and vicarious agents.
§ 8 Retention of Title
(1) We reserve the ownership of the purchased item until receipt of all payments from the delivery contract. In case of breach of contract by the customer, in particular in case of default of payment, we are entitled to take back the purchased item. The taking back of the purchased item by us is not a withdrawal from the contract, unless we have expressly stated in writing. In the garnishment of the purchased item by us is always a withdrawal from the contract. After the return of the purchased goods we are entitled to their utilization, the proceeds of sale shall be credited against the liabilities of the purchaser - less reasonable utilization costs.
(2) The customer is obliged to handle the purchased goods with care; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to a new value.
(3) In the case of seizure or other interventions by third parties, the purchaser must notify us immediately in writing, so that we can file an action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, it hereby assigns to us all claims in the amount of the final invoice amount (including VAT) agreed with us which accrue to it from the resale against its customers or third parties, irrespective of whether the purchased item was resold without or after processing is. To collect this claim, the purchaser remains authorized even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for bankruptcy, insolvency or settlement proceedings or has ceased payments. However, if this is the case, we can demand that the purchaser notifies us of the assigned claims and the debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtor (third party) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. The right of expectancy of the buyer to the purchased item continues to the rebuilt thing. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. Incidentally, the same applies to the goods resulting from processing as for the purchased goods delivered under reserve.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the objective value of our purchased item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer pro rata co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.
(7) We undertake to release the securities to which we are entitled at the request of the Purchaser to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the securities to be released is our responsibility.
§ 9 Jurisdiction - Place of Performance
(1) If the customer is a merchant, our place of business is the place of jurisdiction; However, we are entitled to sue the purchaser at his place of residence.
(2) Unless the order confirmation states otherwise, our place of business is the place of performance.