General TERMS AND CONDITIONS
§ 1 Scope of application
- These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
- These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as legal transactions of a related nature are concerned (as a precaution, the Terms and Conditions of Sale should in any case be attached to the order confirmation).
Individual agreements made with the Purchaser in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks.
§ 3 Prices and payment
- Unless otherwise agreed in writing, our prices are ex-manufacture, exclusive of packaging and exclusive of value added tax at the applicable rate. Costs of packaging will be invoiced separately.
- Payment of the purchase price shall be made exclusively to the account specified overleaf. The deduction of a cash discount is only permissible with a special written agreement.
- Unless otherwise agreed, the goods shall be paid for immediately and in full.
§ 4 Right of retention/ Return
The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. Since the goods are intended, used and personalized, a return is excluded.
§ 5 Delivery time
- The beginning of the delivery time stated by us presupposes the timely and proper fulfillment of the customer’s obligations. We reserve the right to plead non-performance of the contract.
- If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
- In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
- Further legal claims and rights of the purchaser due to a delay in delivery remain unaffected.
- Depending on the order, the goods may require a delivery time of 3- 30 days.
§ 6 Transfer of risk in case of shipment
If the goods are shipped to the purchaser at the purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest upon leaving the place of delivery. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 7 Retention of title
- We retain title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the purchaser acts in breach of contract.
- As long as ownership has not yet passed to him, the purchaser is obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of sale of high-value goods). If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
- After full payment of the costs and delivery of the shipment, the goods belong to the buyer.
§ 8 Warranty and notice of defects as well as recourse/manufacturer recourse
- Warranty rights of the purchaser presuppose that the purchaser has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
- If, despite all due care and attention, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
- If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
- Claims for defects shall not be admissible in the event of only significant deviations from the agreed quality, in the event of only significant impairment of usability, in the event of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If the Purchaser or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the resulting consequences.
- Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses are increased because the goods delivered by us were subsequently transported to a location other than the customer’s branch office, unless the transport corresponds to their intended use.
- The Purchaser’s right of recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the Purchaser’s right of recourse against the Supplier.
§ 9 Miscellaneous
- This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be Magdeburg, Germany.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.