General Terms and Conditions
The following General Terms and Conditions of Sales, Delivery and Payment apply exclusively to all offers and contracts concluded with us, including for future transactions. The applicability of the General Terms and Conditions of the buyer are hereby definitively rejected even if we fulfill the order of the buyer fully aware of the latter’s General Terms and Conditions.
1. Offer and Conclusion
All offers are non-binding, particularly with regard to price and supply options. All agreements made between us and the customer for the purpose of the execution of a contract shall be made in writing. If the order is not specifically confirmed, the invoice shall be deemed to be the order confirmation.
Die Preise gelten je nach Lieferung ab Werk in EURO bzw. geltender Währung. Zu den Preisen kommt die The prices are ex works in EURO or applicable currency, depending on the delivery. Value-added tax is added to the listed prices at the applicable statutory rate. Unless otherwise agreed, the prices valid according to our lists on the day of delivery shall apply. This also applies to partial deliveries.
3.1 Unless otherwise agreed in writing, deliveries shall be made up to a net goods value of €1,000 ex works or against calculation of the transport costs, deliveries over €1,000 net goods value shall be delivered free of charge.
3.2 Deliveries abroad shall be made free German border or FOB German Seaport. Special packaging for land or sea transport shall be borne by the buyer.
3.3 The delivery shall be deemed effected upon delivery of the shipment to a freight forwarder/carrier, and also when made available for collection at the disposal of the buyer. At this time, the risk shall pass to the buyer, regardless of a possible insurance covering transportation risk by the seller. If the shipment is delayed through no fault of ours, the goods shall be stored at the expense and risk of the buyer. In this case, our notification of readiness for dispatch shall be deemed equivalent to dispatch.
3.4 We reserve the right to increase or reduce deliveries by up to 10%, in particular in the case of custom-made products in which the entire batch quantity coming from the manufacture must be accepted.
4. Delivery periods and delivery delays
4.1 The start of a delivery period quoted by us shall only commence after all technical questions have been resolved.
4.2 The delivery period shall be deemed to have been observed if the delivery item has left our factory or readiness for dispatch has been reported by the end of the delivery period.
4.3 Operation or traffic hold-ups, fire damage, flooding, lack of labour power or raw materials, strikes, lockouts, consignment disturbances, official orders as well as other unforeseeable impairments beyond the control of the supplier, shall entitle us to extend the delivery period for a reasonable time, at least for the duration of the disturbance or, should the disturbance last for over six weeks, to withdraw from the unsettled part of the contract respectively. In these cases, claims for damages by the buyer are excluded.
5. Notice of defects, rectification, documentation
Obvious defects must be reported to us immediately after delivery of the goods. After a period of 7 days following delivery of the goods, the latter shall be considered accepted and approved. Commercial or minor technically unavoidable deviations in quality, colour or equipment may not be objected to. Notices of defects that are submitted late in accordance with this provision cannot be taken into account. The obligations also apply to claims arising from recourse pursuant to Sections 478, 479 BGB (German Civil Code).
6. Retention of title
6.1 We reserve the title to the delivery item until all of our claims against the buyer from the business relationship have been settled. The buyer is entitled to process and sell the goods taking the following provisions into account.
6.2 The buyer’s right to sell goods subject to the reservation of title shall be terminated upon non-payment or when insolvency proceedings are instituted against the assets of said buyer. The buyer cedes to us any claims by the new customer arising from the resale of the goods in the amount of the mutually agreed final invoice amount (including VAT). This assignment shall apply regardless of whether the purchased goods have been resold before or after being processed. It is not permitted to pledge or assign the reserved goods or the assigned claims.
6.3 We shall not collect the assigned receivables as long as the buyer fulfills their payment obligations. However, the buyer is obliged to inform us, upon request, of the third-party debtors and to notify them of the assignment. The buyer is entitled to collect the receivables as long as we do not instruct otherwise. The retention of title shall also remain in force if individual claims of ours have been included in one running invoice and the balance has been calculated and acknowledged. We undertake to release the securities we are entitled to at the buyer’s request if their value exceeds the claims to be secured by more than 20%.
6.4 We must be informed immediately of any pledge, with indication of the pledge creditor. The buyer is committed to provide us with information on the inventory of goods we have supplied, about the resulting further receivables from the resale, proceeds and surrogate information and shall permit our authorised representatives an insight into their storehouse and business records. When filing insolvency or when instituting insolvency proceedings the buyer shall immediately provide us with the inspection possibilities drawn up in the above clause. This does not affect their obligation to provide us with information. As soon as the buyer has discontinued payments, the latter shall send us, immediately after notification, a list of the goods still subject to retention of title and a list of claims to the third-party debtors together with copies of invoices. If the buyer does not comply with their commitments, we shall be entitled to demand damages amounting to the value of the securities and to demand that the goods under reservation of title be surrendered without granting any period of grace, to demand the assignment of the surrender of third-party claims of the buyer respectively.
7. General liability rule
In accordance with statutory provisions, our liability is umlimited for damage to the buyer caused by intentional or grossly negligent conduct, for personal injury and damage according to the Product Liability Act. This also applies to damage caused by our vicarious agents. Insofar as we are not liable on the basis of an assumed guarantee, the liability for claims for damages is otherwise limited as follows: We are only liable for damages caused by slight negligence insofar as these are based on the violation of essential contractual obligations (cardinal obligations). Cardinal duties are obligations, the fulfilment of which makes the due performance of the contract possible in the first place, and upon which the customer regularly relies and on whose compliance the contractual partner may rely. Liability for simple negligence under this regulation is limited to foreseeable, typically occurring damage. For damage caused by slight negligence, our liability is limited to the typically foreseeable damage, but a maximum of 5% of the total price agreed in the contract in question.
8.1 Incoming payments are initially offset against outstanding obligations. The date of receipt of payment is the date of cash payment or credit to our bank or post office bank accounts. Cheques shall only be accepted on account of payment.
8.2 All payments shall be settled free of charge and, in the case of foreign currency receivables, at the official exchange rate on due date. Bills of exchange and discount charges according to the rates of the private banks shall be borne by the buyer. Payments shall be considered settled on the day on which we can avail ourselves of the invoiced amount in cash and without a loss.
8.3 Offsetting and the exercise of a right of retention or the plea of non-performance of the contract, irrespective of the legal reason, shall be excluded, unless the counterclaims have been legally established or are not disputed by us. In the event of a notice of defects, the buyer may only withhold payments in due proportion to the defects of quality observed.
9. Place of performance, place of jurisdiction
9.1 The place of performance for our services shall be the registered office of our company. The place of performance for the payments shall be the registered office of the company.
9.2 Augsburg shall be the court of jurisdiction for all claims arising from contracts with registered traders, legal entities under public law, separate assets and persons governed by public law with no general court of jurisdiction. This shall also apply to claims arising from cheques. Augsburg als the place of jurisdiction shall also be decisive if the buyer is of unknown residence or has moved their domicile or habitual residence abroad. If necessary, we shall be entitled to file action at the buyer’s foreign jurisdiction.
9.3 All disputes shall be dealt with and decided according to the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.
10.1 We shall be entitled to process and use the personal data of the business partner arising from the contractual relationship – insofar as required by law or necessary to maintain our business relationship – whereby we abide by the Federal Data Protection Act for personal data. The buyer waives a separate notification for the first storage of personal data.
10.2 Should a provision of our Terms and Conditions of Sales, Delivery and Payment be invalid, the legal validity of the other provisions shall not be affected.