General Terms and Conditions of Sale
1. General – scope
1.1 Only these Terms and Conditions of Sale shall apply. We shall not recognise any conflicting or deviating conditions stipulated by the Customer unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we deliver our goods to the Customer without reservation in the knowledge that conditions stipulated by the Customer conflict with or deviate from our Terms and Conditions of Sale.
1.2 All agreements made between ourselves and the Customer for the purpose of executing this agreement must be laid down in writing herein.
1.3 Our Terms and Conditions of Sale only apply to entrepreneurs within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).
1.4 Our Terms and Conditions of Sale shall also apply to all future business with the Customer.
2. Offers – offer documents
2.1 Our offers are non-binding and subject to change; the same applies to additions, amendments and supplementary agreements. If the order is to be classified as an offer in accordance with Section 145 BGB, we have two weeks in which to accept this order.
2.2 We have the rights of ownership over and retain the copyright to pictures, drawings, calculations and other documents. This also applies to written documents marked as confidential. The Customer must obtain our express written consent before passing such documents on to third parties.
3. Prices – terms and conditions of payment
3.1 Unless stated otherwise in the order confirmation, our prices are “ex works” and exclude packaging and postage costs, which are listed separately on the invoice.
3.2 Our prices do not include the statutory value-added tax. VAT is listed separately on the invoice and is charged at the statutory rate applicable on the date the invoice is issued.
3.3 We offer a 2% discount for payments made within ten days of the receipt of the invoice and a 3% discount for payments made by direct debit.
3.4 Unless stated otherwise in the order confirmation, the purchase price must be paid in full within 30 days of the invoice date. The statutory regulations governing the consequences of late payments shall apply.
3.5 If there are any significant changes in the Customer’s financial circumstances, we are entitled to demand immediate payment of all outstanding invoices and to only deliver goods if we receive payment in advance. We are also entitled to fully or partially withdraw from the agreement in the event of the non-observance of any payment deadlines set by us.
3.6 The Customer is only entitled to rights of set-off if their counterclaims are legally binding, undisputed or acknowledged by us. Furthermore, the Customer may only exercise a right of retention if their counterclaim relates to the same contractual relationship.
4. Delivery times
4.1 We shall only meet our delivery obligations if the Customer meets their duties properly and on time. The right to claim that the agreement has not been fulfilled is reserved.
4.2 If the Customer fails to accept the delivery within good time or culpably breaches other obligations, we shall be entitled to claim compensation for any damages we incur as a result, including any additional expenses. If a delivery is delayed as a result of such claims being made against the Customer and, if we agree to this on a case-by-case basis, goods reported as ready for dispatch shall be stored at the Customer’s expense. For goods stored in the company’s warehouse,
a flat fee of 1% of the invoice amount shall be charged for each month commenced. In addition, after giving the Customer a reasonable extension to accept the goods and after such time has passed, we reserve the right to send the goods elsewhere and to deliver new goods to the Customer within an appropriate, extended period of time. This does not affect the right to make further claims.
4.3 If the conditions laid down in figure 4.2 apply, the risk of accidental loss, damage or deterioration to the purchased goods shall pass to the Customer as soon as the period of late acceptance by the Customer begins.
4.4 We shall be liable in accordance with the statutory provisions, provided that the purchase agreement on which the transaction is based relates to a transaction for delivery by a fixed date within the meaning of Section 286 Paragraph 2 Number 4 BGB or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the Customer is entitled to claim that they are no longer interested in fulfilling the agreement
4.5 We shall also be liable in accordance with the statutory provisions if the delay in delivery is caused by us breaching the agreement intentionally or as a result of gross negligence. Fault on the part of our representatives or vicarious agents shall also be attributed to us. If the delay in delivery has not been caused by us intentionally breaching the agreement, our liability for damages shall be limited to foreseeable, typically occurring damage.
4.6 We shall also be liable in accordance with the statutory provisions if the delay in delivery is caused by us culpably breaching a material contractual obligation. In this case, however, our liability for damages shall be limited to foreseeable, typically occurring damage.
4.7 Otherwise, in the event of a delay in delivery, we shall pay a compensation fee of 0.5% of the delivery value for each full week by which the delivery is delayed. The total compensation shall not, however, exceed 5% of the delivery value.
4.8 Additional statutory claims and rights of the Customer shall remain unaffected by this.
5. Transfer of risk – documents
5.1 Unless stated otherwise in the order confirmation, delivery “ex works” is hereby agreed.
5.2 With the exception of pallets, transport packaging and all other packaging in accordance with the German Packaging Regulation cannot be returned. The Customer is obliged to dispose of the packaging at their own costs.
5.3 Our deliveries are covered by transport insurance. Any damage that occurs during transit must nevertheless be reported immediately. Written evidence in the form of confirmation from the transport company in question must be provided within three days of receipt of the goods.
5.4 If the Customer wishes to return the goods, they must do so free of charge, enclosing the invoice and delivery note together with photocopies.
6. Liability for defects
6.1 In order to make claims for defects, the Customer must have properly fulfilled their duties regarding the inspection of goods and reporting of defects in accordance with Section 377 HGB.
6.2 If and insofar as the purchased goods are faulty, the Customer shall be entitled to choose between having the defect remedied or having a new item delivered that is free from defects. If the problem is not rectified, the Customer may choose to either withdraw from the agreement or demand a reduction.
6.3 We shall be liable in accordance with the statutory provisions if the Customer makes claims for damages resulting from intent or gross negligence. Provided that we are not accused of intentionally breaching the agreement, our liability for damages shall be limited to foreseeable,
typically occurring damage.
6.4 We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation. In this case, however, our liability for damages shall be limited to foreseeable, typically occurring damage.
6.5 If the Customer is entitled to claim compensation for damage in lieu of demanding that the agreement be fulfilled, our liability shall also be limited to foreseeable, typically occurring damage even in regard to figure 6.2.
6.6 Liability due to loss of life, physical injury or damage to health as a result of a culpable act shall remain unaffected by this; this shall also apply to the mandatory liability provisions laid down in the German Product Liability Act (Produkthaftungsgesetz).
6.7 Liability is excluded with the exception of the above.
6.8 The limitation period for claims for defects is 12 months, calculated from the date on which the risk is transferred. The limitation period for seeking recourse against the supplier as provided for under Sections 478 and 479 BGB shall not be affected by this.
7. Total liability
7.1 Liability for damages that goes beyond that provided for in Section 6 is excluded, regardless of the legal nature of the claim. This applies in particular to claims for damages resulting from negligence when the agreement was concluded (culpa in contrahendo), due to other breaches of obligations
or due to tortious claims for compensation for material damage in accordance with Section 823 BGB.
7.2 If and to the extent that our liability for compensation is excluded or limited, this shall also apply with regard to the personal liability of our employees, staff, workforce, representatives and vicarious agents.
8. Guarantee of the retention of ownership
8.1 We shall retain ownership of the purchased goods until we have received all payments arising from the supply agreement. If the Customer breaches the agreement, in particular by failing to make payments on time, we shall be entitled to repossess the purchased goods. Our repossession of the purchased goods shall not, however, constitute our withdrawal from the agreement, unless we state this expressly
in writing. If we seize the purchased goods, this shall always constitute a withdrawal from the agreement. After repossessing the purchased goods, we shall be entitled to reuse them. However, the revenue generated from reusing them must be deducted from the Customer’s liabilities, less reasonable handling costs.
8.2 The Customer is obliged to treat the purchased goods with care. In particular, the Customer undertakes to insure them at their own expense against fire, water damage and theft, with the sum insured being adequate to cover the replacement value. If maintenance or inspection work is required, the Customer must perform this in good time at their own expense.
8.3 In the event of the purchased goods being seized or in the event of other forms of intervention by third parties, the Customer must immediately inform us of this in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the court and out-of-court costs of taking legal action in accordance with Section 771 ZPO, the Customer shall be liable for the losses incurred.
8.4 The Customer is entitled to resell the purchased goods in the ordinary course of business. However, the Customer must at this moment in time assign to us all monetary claims – up to the total final invoice amount (including VAT) of our claims – owed to the Customer by their purchaser or a third party as a result of the resale, regardless of whether the purchased goods are
resold without being modified or after being modified. The Customer shall remain entitled to collect this monetary claim even after it has been assigned to us. This shall not affect our right to call in the claim. However, we agree not to call in the claim provided that the Customer fulfils their payment obligations arising from the proceeds received from the sale, does not fall into arrears and, in particular, does not apply for the opening of insolvency proceedings or does not cease making payments. If
this is the case, we may demand that the Customer disclose the assigned claims and the names of the debtors, provide all information required for collection of the debt, deliver all required documents and inform the debtors (third party) of the assignment.
8.5 At the Customer’s request, we undertake to release the securities due to us insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%. We shall be free to choose which securities to release.
9. Place of jurisdiction and fulfilment
9.1 If the Customer is a trader, our registered office shall be the place of jurisdiction. We are, however, also entitled to initiate legal proceedings against the Customer at their general place of jurisdiction.
9.2 These Terms and Conditions shall be governed by the law of the Federal Republic of Germany, with the exclusion of the UN Convention on the International Sale of Goods.
9.3 Unless stated otherwise in the order confirmation, our registered office shall be the place of fulfilment.