1. General
Our following terms and conditions of business and sale apply to all our deliveries and services to entrepreneurs within the meaning of Section 310(1) in conjunction with Section 14 BGB (German Civil Code). Deviating terms and conditions of our contractual partners which we do not expressly acknowledge are not binding, even if we do not expressly object to them. The terms and conditions of our contractual partners require our express written consent in order to be effective.
By placing an order with us, the buyer accepts our General Terms and Conditions of Sale and Delivery for future transactions as well. Any amendment to the validity of these terms and conditions can only be made by written agreement. This also applies to any amendment of this written form clause.
2. Offers, scope of services and conclusion of contract
All our offers are subject to change and non-binding. Incoming orders from the customer only constitute the offer. Orders are only deemed accepted once we have confirmed them in writing or in text form. Verbal collateral agreements and subsequent amendments to the contract are likewise only valid if they have been confirmed by us in writing or in text form. Our order confirmation alone is decisive for the scope of the contractually owed performance.
3. Transfer of risk and shipment
Every delivery is deemed agreed "ex works" unless otherwise confirmed in writing. Shipment is at the expense and risk of the buyer. At the buyer's request and expense, we will insure the consignment against theft, breakage, fire and water damage and other insurable damage and risks.
4. Prices and payment, set-off and retention
Unless otherwise agreed, prices apply ex works, excluding shipping and transport costs. Value added tax at the applicable statutory rate is added to the stated prices.
If we take into account subsequent change requests from the buyer, the resulting additional costs will be invoiced to the buyer. Our invoices are payable immediately upon receipt without any deduction. The dates stated in the order acceptance apply to payment terms. The payment term begins on our invoice date. If the payment term is culpably exceeded, interest of 8% above the applicable base interest rate will be charged, subject to the assertion of further claims.
The buyer is only entitled to set-off if its counterclaims have been finally established by a court, are undisputed or have been acknowledged by us. Furthermore, the buyer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
5. Delivery period
Delivery times stated by us can only be regarded as approximate and are only binding if they are designated as such. They are extended appropriately if the buyer delays or fails to perform necessary or agreed acts of cooperation. The same applies in the event of operational disruptions in our own or a third-party business on which production depends, caused by a shortage of raw materials, power cuts, strikes or similar events (force majeure). Such obstacles release us from compliance with agreed delivery periods and entitle us to withdraw from the contract in whole or in part. If, after we are already in default, the buyer sets us a reasonable grace period in writing with a declaration of refusal, the buyer is entitled to withdraw from the contract after this grace period has expired without result. The buyer is only entitled to claims for damages for non-performance in the amount of the foreseeable damage if the delay was based on intent or gross negligence; otherwise, this liability for damages is limited to 50% of the damage incurred.
6. Retention of title
We retain title to the delivered goods until they have been paid for in full. The retention of title also applies until all claims, including future and conditional claims, arising from the business relationship between the buyer and us have been settled. The buyer may neither pledge our goods nor transfer them by way of security, unless it has already effectively assigned the claim against its contractual partners to a third party in advance or agreed a prohibition of assignment. However, the buyer may resell or process our goods in the ordinary course of business. The buyer hereby assigns to us now the resulting claims against its business partners as security for the fulfilment of our claims pursuant to sentence 1.
In the event that the buyer sells our goods together with other goods not belonging to us, or combines, mixes or blends them with other movable items, and obtains a claim that also covers its other performances, the buyer hereby assigns to us now, on account of the same claims, this claim with all ancillary rights in the amount of the value of our goods, ranking ahead of the remaining part of the claims. We hereby accept the buyer's declaration of assignment. At our request, the buyer must provide us with detailed evidence of these claims and notify subsequent purchasers of the assignment, requesting them to pay us up to the amount of our claims. We are also entitled at any time to notify the subsequent purchasers of the assignment ourselves and to collect the claim. As long as the buyer duly meets its payment obligations, we will not make use of these powers. In the event that the buyer collects portions of claims assigned to us, the buyer hereby assigns to us now its respective residual claim in the amount of these portions of claims. The claim to surrender of the amounts collected remains unaffected by this.
The buyer may neither assign its claims against subsequent purchasers to third parties nor pledge them, nor agree a prohibition of assignment with subsequent purchasers. In the case of a current account, our securities serve as security for the fulfilment of our balance claims. The buyer must notify us immediately of any seizure or any other type of impairment of our rights by third parties. It must hand over to us all documents necessary for an intervention and bear any intervention costs chargeable to us. At the buyer's request, we will release the securities to which we are entitled insofar as their value exceeds the claims pursuant to item 1 by more than 10%. We are entitled to assert our rights under the retention of title without withdrawing from the contract.
7. Claims for defects
Descriptions of our goods, information about properties etc. do not constitute assurances within the meaning of the BGB. Nor do we assume any assurances of suitability for any particular use. In particular, there is no material defect if there is only an insignificant deviation from the agreed quality, provided this does not impair the usability of the delivered goods (e.g. a slight deviation in colour).
Any instructions for use and technical advice given are provided on the basis of experience, without, however, any liability on our part being derived from this. If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately after receipt, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, notify us of this defect in writing immediately, but no later than one week after receipt of the goods. If the written notification is not made within this period, the goods delivered by us are deemed approved, unless the defect was not recognisable during the inspection. Otherwise, Sections 377 et seq. HGB (German Commercial Code) apply.
In the event of justified complaints, we will deliver missing quantities and otherwise, at our discretion, provide subsequent performance, withdraw from the contract or reduce the purchase price appropriately, provided this is reasonable for the buyer. If, in the case of subsequent performance, the second replacement delivery is also defective, the buyer is entitled, at its option, to withdraw from the contract or to reduce the purchase price appropriately.
Further claims for damages by the buyer are excluded unless they result from the assumption of a guarantee. This does not apply in cases of intent, gross negligence or breach of essential contractual obligations by us.
8. Liability
Claims for damages by the buyer are excluded. This does not apply in cases of intent, gross negligence, breach of essential contractual obligations by us or where a guarantee has been assumed.
9. Patent rights
With the delivery of our products, we assume no liability for the risk of patent-free use. The buyer of the goods alone is obliged to check whether the use infringes the property rights of others.
10. Applicable German law, place of performance, place of jurisdiction and final provisions
The inclusion and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the buyer, are governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods is excluded.
The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is D-91220 Schnaittach. If the buyer is a merchant, D-91220 Schnaittach is agreed as the place of jurisdiction for all legal disputes arising from the contractual relationship and concerning its formation and validity (including disputes concerning bills of exchange and cheques). We are also entitled to bring an action before a court that has jurisdiction for the registered office or a branch of the buyer.
The invalidity of individual provisions of this contract or its components does not affect the validity of the remaining provisions. Within the bounds of what is reasonable and in good faith, the contracting parties are obliged to replace an invalid provision with a provision that comes as close as possible to its economic purpose, provided this does not result in a material change to the content of the contract; the same applies if a matter requiring regulation has not been expressly regulated.
