Version 1/2018
I. Validity / offers
1. These General Conditions of Sale apply to all - including future - contracts with companies, legal entities under public law and special funds under public law for deliveries and other services. We are not bound by the buyer's terms and conditions of purchase even if we do not expressly contradict them again after we have received them.
2. Our offers are non-binding. Agreements, in particular verbal ancillary agreements, promises, guarantees and other assurances by our sales staff before or when the contract is concluded, only become binding after we have confirmed them in writing.
3. The most recent version of the INCOTERMS is decisive for the interpretation of trade clauses such as "EXW", "FOB" and "CIF".
II. Prices
1. Unless otherwise agreed, our prices are ex works, excluding packaging, plus statutory sales tax.
2. If the goods are delivered packaged, we charge the packaging at cost price; Within the framework of the legal regulations, we will take back packaging we have delivered if the buyer returns it to us carriage paid within a reasonable period of time.
III. Payment and settlement
1. Payment must be made - without any discount deduction - in such a way that we can dispose of the amount on the due date. Unless otherwise agreed, our invoices are due 14 days after the invoice date. The payment must be made in such a way that the amount required for the settlement of the invoice is available to us by the due date at the latest. The buyer is in default no later than 10 days after our claim is due, without the need for a reminder.
2. Granted discount periods start from the invoice date. An agreed discount always relates only to the invoice value excluding freight and requires the full settlement of all due liabilities of the buyer at the time of the discount.
3. Invoices for amounts below 50.00 EUR as well as for assemblies, repairs, molds and tool costs are due immediately and payable net.
4. Counterclaims disputed by us or not legally established do not entitle the buyer to withhold or offset. This does not apply if the counterclaims of the buyer result from the same contractual relationship and / or they would entitle the buyer to refuse performance in accordance with Section 320 of the German Civil Code (BGB).
5. If the payment term is exceeded, at the latest from default, we are entitled to charge interest in the amount of the respective bank rates for overdrafts, but at least the statutory default interest. In addition, we charge a flat-rate fee of 40.00 EUR. The assertion of further damages remains reserved.
6. If, after conclusion of the contract, it becomes apparent that our payment claim is jeopardized by the buyer's inability to pay, or if other circumstances arise that indicate a significant deterioration in performance, we can refuse agreed advance payments and exercise the rights under Section 321 of the German Civil Code (BGB). This also applies if our performance obligation is not yet due. In such cases, we can also make all claims from the current business relationship with the buyer due. Insufficient performance of the buyer also applies if the buyer is at least three weeks in arrears with a considerable amount (from 10% due claims), as well as a considerable downgrading of the limit existing for him with our trade credit insurance.
IV. Delivery times
1. Delivery periods and dates are met if the delivery item has left our company by the time they have expired.
2. Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery.
3. Events of force majeure entitle us to postpone deliveries for the duration of the hindrance and an appropriate start-up time. This also applies if such events occur during an existing delay. Force majeure includes currency, commercial and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible, obstacles to traffic routes, delays in import / customs clearance, as well as all other circumstances that, without being our fault, make deliveries and services significantly more difficult or impossible. It is irrelevant whether the circumstances occur with us, the supplier or another sub-supplier. If, as a result of the aforementioned events, the implementation becomes unreasonable for one of the contracting parties, they can withdraw from the contract by declaring immediately in writing.
V. Retention of title
1. All delivered goods remain our property (reserved goods) until all claims from the business relationship have been fulfilled, regardless of the legal basis, including future or conditional claims (balance reservation). However, the balance reservation does not apply to prepayment or cash transactions that are processed step by step. In this case, the delivered goods remain our property until the purchase price for these goods has been paid in full.
2. Processing of the goods subject to retention of title takes place for us as a manufacturer in the sense of Section 950 of the German Civil Code (BGB), without obliging us. The processed goods are deemed to be reserved goods within the meaning of Clause V / 1. If the buyer processes, combines and mixes the reserved goods with other goods, we are entitled to joint ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires through combination or mixing, the buyer transfers the ownership rights to which he is entitled to the new inventory or the item to the extent of the invoice value of the reserved goods and stores them for us free of charge. The resulting co-ownership rights apply as reserved goods within the meaning of Clause V / 1.
3. The buyer may only sell the reserved goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with Clauses V / 4 to V / 6. He is not authorized to dispose of the reserved goods in any other way.
4. The buyer's claims from the resale of the reserved goods are now assigned to us. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the respectively sold reserved goods. In the case of the sale of goods in which we have a co-ownership share in accordance with Section V / 2, the assignment of the claim applies in the amount of this co-ownership share.
5. The buyer is entitled to collect claims from the resale until our revocation, which is permissible at any time. In the event of default in payment by the buyer, we are also entitled to demand the return of the goods after a reasonable grace period and to prohibit the resale and further processing of the goods delivered. Taking back is not a withdrawal from the contract. At our request, the buyer is obliged to inform his customers immediately of the assignment to us - unless we do this ourselves - and to provide us with the information and documents required for collection.
6. The buyer must notify us immediately of any seizure or other impairment by third parties.
7. If the value of existing securities exceeds the secured claims by more than 50 per cent. H., we are obliged to release securities of our choice at the request of the buyer.
VI. Execution of deliveries
1. When the goods are handed over to a forwarding agent or carrier, but no later than when they leave the warehouse or - in the case of drop shipments - the delivery plant, the risk is transferred to the buyer in all transactions, including carriage paid and carriage paid. Duty and costs of unloading are borne by the buyer. We only provide insurance on the instructions and at the expense of the buyer.
2. We are entitled to make partial deliveries to a reasonable extent. In the case of manufactured goods, excess and short deliveries of up to 10% of the agreed quantity are permitted.
3. In the case of call-off orders, we are entitled to manufacture the entire order quantity or have it manufactured. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. Unless fixed agreements have been made, call-off dates and quantities can only be adhered to within the scope of our delivery or manufacturing capabilities. If the goods are not called in accordance with the contract, we are entitled to invoice them as delivered after a reasonable grace period has elapsed.
4. In the case of contracts with continuous deliveries, we are to be given call-offs and classifications for approximately the same monthly quantities. If the call is not called up or allocated in time, we are entitled, after setting a fruitless grace period, to allocate the goods ourselves and deliver the goods or to withdraw from the part of the contract that is still in arrears and to demand compensation instead of performance. At the end of the contract, our stock must be removed.
VII. Liability for defects
1. The properties of the goods, in particular their quality, type and dimensions, are determined in accordance with the agreed DIN and EN standards, in the absence of an agreement, in accordance with the DIN and EN standards applicable at the time of the conclusion of the contract; References to standards and similar regulations as well as information on quality, types, dimensions, weights and usability of the goods, information in drawings and images as well as statements in advertising materials are not assurances or guarantees unless they are expressly designated as such in text form. The same applies to declarations of conformity and corresponding marks such as CE and GS. Suitability and use risks are incumbent on the buyer.
2. The provisions of the German Commercial Code also apply to the inspection of the goods and the notification of defects
the following condition:
- The buyer is obliged to examine the properties of the goods that are relevant for the respective use immediately after delivery and to notify us of any defects in the goods immediately in writing. In the case of an intended installation or attachment of the goods, the properties that are decisive for the installation or attachment also include the internal properties of the goods. The obligation to inspect also exists if an inspection certificate or other material certificate has been supplied. Defects that cannot be discovered immediately after delivery, even with the most careful inspection, must be reported in writing immediately after discovery.
- If, in the case of installation or attachment of the goods, the buyer fails to examine the properties of the goods relevant for the intended use at least randomly before installation or before installation (e.g. through functional tests or a trial installation), this shall be delivered in proportion This represents a particularly serious disregard for the care required in traffic (gross negligence). In this case, the purchaser's rights to defects with regard to these properties are only considered if the defect in question has been fraudulently concealed or a guarantee has been given for the quality of the item.
3. If the buyer discovers defects during or subsequent to the examination of the goods, he is obliged to provide us with the goods complained about or a sample thereof for the purpose of examining the complaint and to allow us to examine the goods complained about within a reasonable period of time. Otherwise the buyer cannot invoke defects in the goods.
4. If the goods are defective, the buyer has the right to defects in accordance with the statutory provisions
Rules of the German Civil Code (BGB) - with the restrictions that we have the choice between rectification and supplementary performance and that minor (insignificant) defects only entitle the buyer to reduce the purchase price (reduction).
5. If the buyer has installed the defective goods in another item or attached them to another item in accordance with their type and intended use, he can reimburse the necessary expenses for removing the defective goods and installing or attaching the repaired or delivered defect-free goods ("Removal and installation costs") only in accordance with the following provisions.
- Only those dismantling and installation costs are required that relate directly to the dismantling or dismantling of the defective goods and the installation or attachment of identical goods, which have arisen on the basis of customary market conditions and which the buyer can prove to us by submitting suitable documents at least in text form become.
- Any additional costs incurred by the buyer for consequential damage caused by defects, such as lost profit, business downtime costs or additional costs for replacement purchases, are not direct dismantling and installation costs and therefore cannot be reimbursed as reimbursement of expenses in accordance with Section 439 (3) of the German Civil Code (BGB). The same applies to sorting costs and additional expenses that arise from the fact that the goods sold and delivered are located at a place other than the agreed place of performance.
- The buyer is not entitled to request advance payments for dismantling and installation costs and other costs of subsequent performance.
6. Insofar as the expenses claimed by the buyer for subsequent performance are disproportionate in individual cases, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the lack of conformity, we are entitled to refuse to reimburse these expenses. In particular, disproportionality exists if the claimed expenses, in particular for dismantling and installation costs, exceed 150% of the invoiced value of the goods or 200% of the defect-related lower value of the goods.
7. Further claims are in accordance with Clause VIII.This applies in particular to claims for replacement of
- Damage that did not occur to the goods themselves (consequential damage caused by a defect),
- Costs for the self-elimination of a defect without the legal requirements being met and
- Removal and installation costs if the goods we delivered were no longer present in their original properties at the time of installation or attachment or a new product was made from the goods delivered before installation.
8. An unjustified request for the removal of defects entitles us to compensation if the buyer could have recognized after careful examination that there was no material defect.
VIII. General limitation of liability and statute of limitations
1. We are only liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, negligence, negligence in contract initiation and tort - also for our executives and other vicarious agents - only in cases of intent and gross negligence, in the latter case limited to typical contract damage foreseeable at the time the contract was concluded.
2. The restrictions from VIII. No. 1 do not apply in the event of a culpable breach of essential contractual obligations. Essential to the contract are the obligation to timely delivery and the freedom of the goods from defects that impair their functionality or usability more than just insignificantly, and also the obligation to advise, protect and custody, which aim to protect the buyer or his staff from significant damage. The restrictions also do not apply in cases of mandatory liability under the Product Liability Act, in the event of injury to life, limb or health and also not if and to the extent that we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected.
3. If we are in default with a delivery or other service, the buyer can demand compensation for the damage caused by the delay in addition to the service; in the case of slight negligence, however, limited to a maximum of 10% of the agreed price for the delayed service. The buyer's right to compensation instead of performance in accordance with No. VIII.1 and VIII.2 remains unaffected.
4. Unless otherwise agreed, contractual claims that arise against us on the occasion of or in connection with the delivery of the goods expire one year after delivery of the goods. This does not apply if Section 438 (1) No. 2 BGB, §§ 478, 479 BGB or § 634 a Abs. 1 Nr. 2 BGB prescribe longer deadlines as well as in cases of injury to life, limb or health, in the case of an intentional or grossly negligent breach of duty by us or in the case of fraudulent concealment of a defect. In the case of inadequate supplementary performance, the limitation period does not start again.
IX. Copyrights
1. We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made available to third parties with our consent. Drawings and other documents belonging to our offers are to be returned on request.
2. If we have delivered items based on drawings, models, samples or other documents handed over by the buyer, the buyer guarantees that third-party property rights are not infringed. If third parties prohibit us from manufacturing and delivering such items, in particular with reference to property rights, we are entitled - without being obliged to examine the legal situation - to cease any further activity and to demand compensation if the buyer is at fault. The buyer also undertakes to immediately indemnify us against all related claims by third parties.
X. Test parts, molds, tools
1. If the buyer has to provide parts for the execution of the order, they are to be delivered free of charge to the production facility with the agreed amount, otherwise with an appropriate excess amount for any rejects, in good time, free of charge and free of defects. If this does not happen, the resulting costs and other consequences will be borne by him.
2. The manufacture of test parts including the costs for molds and tools are at the expense of the buyer.
3. For tools, molds and other manufacturing devices provided by the buyer, our liability is limited to the care and diligence of our own property. The buyer bears the costs for maintenance and care. Our storage obligation expires - irrespective of the buyer's property rights - no later than two years after the last production from the mold or tool.
XI. Place of performance, place of jurisdiction and applicable law
2. German law applies to all legal relationships between us and the buyer, excluding the provisions of the United Nations Convention of 04/11/1980 on Contracts for the International Sale of Goods (CISG).
XII. Authoritative version
In cases of doubt, the German version of these General Conditions of Sale is decisive.
