 |
1. General, scope
2. Offers
3. Scope of delivery
4. Terms of payment
5. Delivery period, delay in acceptance, shipping
6. Return of goods
7. Warranty claims, notification of defects
8. Liability
9. Reservation of title
10. Place of fulfilment, legal venue, applicable law
Our Terms and Conditions shall apply exclusively; no contradictory or deviating conditions on the part of the Buyer shall be acknowledged excepting with our prior written consent. Our Terms and Conditions shall also be applicable in cases where deliveries are executed to the customer by us without proviso in the knowledge that contradictory terms on the part of the customer exist.
1.2 All agreements concluded between us and the Buyer for the purpose of execution of contract shall be applicable only if set down in writing in the said contract. This applies equally to any agreed waiver of the above requirement for the written form.
1.3 If the Buyer is a businessman as defined by Art. 14 of the German Civil Code (BGB), the General Terms and Conditions shall apply also to all future transactions with the Buyer.
1.4 We reserve the right to forward orders with a net goods value of less than EURO 135.00 to a distributor. .
2.1 Offers are submitted without commitment up until receipt of the confirmation of order. Where a purchase order qualifies as an offer in accordance with Art. 145 BGB, we shall be entitled to accept this within one month from the date on which we receive the offer. Until this time, the Buyer shall remain bound to adhere to the terms of the offer.
3.1 Specifications provided relating to dimensions, weights, colour, material and equipment are approximations only unless expressly described as warranted characteristics in the confirmation of order.
4.1 Prices and terms of paymentUnless otherwise stated in the confirmation of order, our prices shall apply "ex works". If the Buyer is a businessman as defined by Art. 14 BGB, we reserve the right to impose a reasonable price increase in cases where cost increases are incurred by us following conclusion of contract, in particular due to collective bargaining agreements or material price increases. We shall supply the Buyer with objective evidence of such increases on request.
If the Buyer is a businessman as defined by Art. 14 BGB, value-added tax is not included in our stated prices. The valid statutory rate of value-added tax shall be indicated separately in our account at the time of invoicing. Cash discounts may only be deducted with our specific written consent. Agreed prices shall not apply to subsequent orders. Prices for subsequent orders shall be agreed in each case.
4.2 Delayed paymentShould the Buyer default on payment, we shall be entitled to levy interest on arrears (Art 13 BGB) of 5 %, in the case of businessmen (Art. 14 BGB) of 8 % above the relevant valid base rate of interest. If we are able to provide evidence of higher arrears damage, we shall be entitled to assert a higher rate. The Buyer is entitled to provide evidence that we have incurred no damage or substantially lower damage as a result of delayed payments.
4.3 Flat-rate compensation for damages in lieu of performance If we are entitled to assert the compensation of claims in lieu of performance, this shall amount to 20% of the contract price (including VAT) without prejudice to our right to assert a higher claim for damages for which we are able to provide evidence. The Buyer shall be entitled to submit evidence of that no damage or substantially lower damage has been sustained by us.
4.4 Right to offset and withhold payment, prohibition of assignment The Buyer shall only be entitled to offset payments in cases where its counter-claims are established by due legal process, are undisputed or acknowledge by us. He shall furthermore only be entitled to exercise a right of retention to the extent that his counterclaims are based on the same contractual relationship. Any assignment of Buyer claims arising from the business relationship to third parties is prohibited.
5.1 Delivery period
The delivery period is approximate. Should a delivery delay already have occurred, and should the Buyer set us a reasonable period of grace for execution of delivery, whereby a reasonable period shall deemed at least three weeks, the Buyer shall be entitled to withdraw from the contract should this period pass without result.
5.2 Delay in acceptance, passing of risk Should the customer delay acceptance or should he be in breach of any other duty of cooperation, we shall be entitled to demand compensation for any damages or other increased expense incurred by us. In this case, any risk of accidental loss or accidental impairment to the purchased item shall pass to the Buyer from the time at which he falls into default of acceptance.
5.3 Shipping
Delivery and passing of risk take place ex works Ostfildern, whereby the choice of means of transport and transport routes shall be at our discretion, in consideration of the best interests of the Buyer. Should the Buyer impose special regulations, any increased costs incurred as a result shall be borne by the Buyer. In the case of scheduled or call-forward orders, risk passes to the recipient already on placement of the goods ready for delivery. For deliveries above a net goods value of EURO 135.00, delivery takes place from Ostfildern freight paid. For deliveries below a goods value of EURO 135.00, we reserve the right to forward the order to a distributor or to charge pro-rated handling costs of EURO 18.00 per order. Individually produced packaging required for custom orders due to non-standard dimensions shall be invoiced at cost price. Return delivery of non-standard packaging is not possible.
Return of duly delivered goods is only possible with our prior written consent. For goods duly returned with our consent, we may offset a reasonable flat-rate charge for administrative costs, inspection and repackaging against our credit note. Damaged goods shall not be credited. In the event of a modification to ordered custom produced items, the Buyer shall reimburse any costs incurred by us up until notice of modification, in the case of cancellation, the agreed remuneration less any costs saved by us as a result of discontinuation shall be payable by the Buyer.
7.1 Warranty claims
With the exception of the cases outlined by Arts. 438 para. 1 no. 2 and 634 a para. 1 no. 2 BGB, we shall be liable for defects occurring for the period of one year. For consumers as defined by Art. 13 BGB, this period shall only apply in the event of the sale of used and movable items. We shall be liable to businessmen as defined by Art. 14 BGB exclusively for public statements, in particular advertising, which is used for our own purposes or which has been expressly included in the contract.
7.2 Notification of defects
Complaints based on obviously defective or obviously deviating properties of the goods or on delivery of goods which are obviously different to those ordered by the Buyer must be asserted immediately by the Buyer, provided he is a businessman as defined by Art. 14 BGB, or at the latest within one week of acceptance of the goods or after the defect becomes evident. In the case of usable articles, the existence of a defect entitles the Buyer only to a reduction of the purchase price. For other than usable articles, the existence of a defect entitles the Buyer only to demand a remedy; should no remedy have been provided within a reasonable period or should a remedy be impossible due to the nature of the defect, the Buyer shall be entitled optionally to withdraw from the agreement or to a reduction of the price. This shall not affect the regulations laid down in Art 478 BGB. The Buyer is obliged to inspect the goods immediately on receipt in respect of defects, and of their quality and properties, and shall note any obvious defects on the receipt acknowledgement. Otherwise Art. 377 of the German Commercial Code (HGB) shall apply to the relationship with buyers. Damage occurring during transport shall not entitle the Buyer to refuse acceptance vis a vis the vendor.
Claims for damages on the part of the Buyer, irrespective of their legal foundation, in particular those founded in breach of obligations arising from the contractual relationship and in inadmissible actions, are excluded.
This shall not apply in cases of legally mandatory liability, in particular in cases of premeditation or gross negligence, or of injury to life or limb or damage to health, or where a guarantee has been tendered warranting particular characteristics, or in case of breach of material contractual obligations in accordance with the Product Liability Act. The above rulings are not linked to a change of the burden of proof to the detriment of the Buyer.
9.1 The supplied object shall remain our property until payment in full of the purchase price and all claims arising concurrently or in the future from the business relationship with the Buyer. We are entitled to withdraw from the contract if the customer falls into default of payment.
9.2 If the reserved goods are mixed, conjoined or linked inseparably with other goods, we shall hold co-ownership of the mixed, conjoined or linked item relative to the proportionate value of the reserved goods at the time of mixing, conjoining or linking. In the event that the reserved item is machined or processed, we shall hold co-ownership of the new item. The customer shall hold this in safekeeping on our behalf.
9.3 The Buyer shall, at our request, provide a reasonable degree of insurance coverage for customary risk at its own expense for goods belonging to us, and shall assign any insurance claims to us. We are also entitled to pay insurance premiums and charge these to the Buyer.
9.4 The Buyer is entitled to resell reserved goods, as well as goods manufactured by mixing, conjoining, linking or processing only within the framework of its ordinary business activities. He shall not be otherwise authorized to dispose of such goods, in particular to pledge them or make them over by way of security. The Buyer hereby assigns to us all claims arising from the resale of reserved goods or of items manufactured through the processing of reserved goods. Of any claims arising from the sale of goods in which we have obtained co-ownership as a result of their being mixed, conjoined or linked to other goods, the Buyer hereby assigns to us as prior claimants a partial amount corresponding to the proportion of our co-ownership of the sold item. Should the Buyer sell goods owned or co-owned by us together with other goods in which we hold no title at a total price, the Buyer hereby assigns to us as prior claimants a partial amount of the overall claim corresponding to the proportional value of the reserved goods.
9.5 The Buyer is hereby assigned the revocable right to collect on our behalf claims arising from resale which are assigned to us. On request, the Buyer shall name the debtor of the assigned claim, shall notify the debtor of the assignment, or surrender to us the notice of assignment. Should the Buyer meet his payment obligations, the assignment shall not be disclosed by us. Should the realizable value of the securities held by us exceed the secured claims overall by more than 10%, we shall be obliged to release certain securities at our discretion at the request of the Buyer.
10.1 Place of fulfilment
Our registered place of business (Ostfildern) shall be the place of fulfilment for both parties, provided the Buyer is a trader or a legal entity under public law or a special fund under public law or has its place of business outside the Federal Republic of Germany.
10.2 Legal venue
If the Buyer is a trader or a legal entity under public law or a special fund under public law, then we may institute legal proceedings at the legal venue with competence for the place of fulfilment, and legal proceedings may only be instituted against us at this legal venue.
10.3 Applicable law
The law of the Federal Republic of Germany is applicable to the contractual relationship between us and the Buyer.
|
|
|
