General terms and conditions of sale, delivery and payment
- Deliveries and services shall be made following the following General Terms and Conditions of Business. They shall apply to all future business relations without these being expressly agreed upon separately.
- We do not recognize any terms and conditions of the buyer that deviate from these terms and conditions unless we have expressly agreed to their validity in writing.
- This shall also apply if we have not objected to deviating provisions of the buyer in the individual case or if we carry out the delivery to the buyer without reservation in the knowledge of varying conditions of the buyer. However, we shall not be bound insofar as the terms and conditions of the buyer deviate from the statutory provisions and this, regardless of their content.
II Offer and conclusion of the contract
- Our offers are subject to change.
- Orders by e-mail, fax, (remote) verbal or written by possible buyers represent binding offers for the conclusion of a contract.
- We can accept this offer within 10 working days by sending a written order confirmation (also by fax/e-mail). Suppose the customer does not receive an order confirmation within this period. His offer shall be rejected (cf. §§ 147 f. BGB). In case of immediate delivery, the invoice shall be deemed as confirmation.
- Illustrations, data, etc., in offers and other contents of general printed matter are not binding for any subsequent contract unless we expressly designate them as binding.
- Property rights, trademark rights, copyrights, utility rights and patent rights shall remain with us. They may not be reproduced in part or made available to third parties without our express consent.
- Unless otherwise stated in the order confirmation, our prices are “ex-factory.” All prices are quoted in euros and include the additional VAT shown. They are exclusive of other costs, particularly for packaging, transport, and insurance. Packaging of any kind will not be taken back.
- Possible additional charges, public duties or special charges are to be borne exclusively by the buyer unless legal provisions explicitly impose other obligations.
IV Delivery and delivery times
- Deliveries are made ex-factory. Risks of accidental loss and deterioration of the goods – even in the case of carriage-paid delivery – shall pass to the buyer as soon as the consignment has been handed over to the person carrying out the transport. Suppose the shipment is delayed for reasons for which the buyer is responsible. In that case, the risk shall pass to the buyer when the goods are made available.
- The delay of acceptance by the buyer is equal to the handover.
- Delivery dates are to be understood as expected unless otherwise agreed.
- We shall not be responsible for delays in delivery and performance for which we are not responsible, which make delivery or performance more difficult or impossible – this also includes failure to receive deliveries ourselves, etc., even if they occur at our suppliers – even in the case of binding deadlines. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable period. Suppose the condition lasts longer than three months. In that case, the purchaser is entitled to withdraw from the contract after the fruitless expiry of a reasonable period. This is excluded if the purchaser is solely or predominantly responsible for the circumstance allowing him to withdraw or if the circumstance for which we are not accountable occurs, to which the purchaser is in default of acceptance.
- If the purchaser does not accept the goods despite our request, we are entitled to withdraw from the contract after the fruitless expiry of a reasonable period set by us for acceptance, which must be at least two weeks. The withdrawal does not exclude the assertion of claims for damages.
V Terms of payment
- Unless otherwise agreed, payment of the purchase price shall be made exclusively in cash without deduction to our account.
- Bills of exchange and checks are not accepted.
- Unless otherwise stated in the order confirmation, the buyer shall pay the purchase price immediately. The deduction of discounts is only possible for the buyer if a corresponding value has been explicitly granted in the order confirmation.
- Even without a reminder, in addition to the other cases regulated by law, the buyers shall be in default at the latest if they do not pay within 30 days after the due date and receipt of an invoice or equivalent payment schedule or – if the time of receipt cannot be determined – 30 days after receipt of the goods. In this case, we shall be entitled to charge interest on arrears at a rate of 8 percentage points above the base interest rate. This does not exclude the assertion of further damages.
- If changes in the economic circumstances of the purchaser are recognizable which call into question the fulfillment of the payment obligations towards us, i.e., in particular default of payment, we shall be entitled to declare his entire – also deferred – claims immediately due and to retain outstanding deliveries and services based on contracts already concluded and to demand securities the amount of which corresponds to the respective claim to be secured.
- In cases according to paragraphs 4 and 5, we are further entitled to make outstanding deliveries and services dependent on the advance payment of the purchase price or other charges.
- If the purchaser does not comply with our request for security or advance payment within a reasonable period, we shall be entitled to withdraw from contracts insofar as they have not yet been fulfilled, in whole or in part. The withdrawal does not exclude the assertion of claims for damages.
VI Offsetting and rights of retention
The purchaser shall only have the right to offset if his counterclaims have been legally established or are undisputed. The buyer shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
VII Retention of title
- Delivered goods remain our property as long as we are entitled to payment claims against the buyer.
- In the event of resale, the purchaser assigns to us with final effect any claims acquired. As a result, all ancillary rights and securities. The assignment is already now accepted by us. We finally instructed the buyer to collect these claims in his name for our account. The purchaser shall bear any costs incurred as a result. He shall disclose the assigned claim, provide all necessary information, hand it over to us without delay and notify his debtors of the assignment in writing, without prejudice to our right to inform the debtor ourselves.
- The buyer is obliged to insure the delivered goods at least in the amount of the market value from the transfer of risk. The purchaser already irrevocably assigns his claims for reimbursement from the insurance to us. Therefore, we already now accept them.
- The buyer may neither pledge the goods subject to retention of title nor assign them as security. In addition, when carrying out any enforcement measures, the buyer must state on record that the goods in question are subject to our retention of title. If he violates these obligations, the purchaser shall bear the resulting costs without prejudice to our further claims.
- Processing or transformation of goods subject to retention of title by the buyer shall always be carried out for us. Legal consequences are governed by §§ 947 f. BGB. Likewise, the buyer also assigns claims to secure our claims against him that arise from the connection of the object of purchase with a property against a third party. This assignment is already now accepted by us.
- If the value of the existing security exceeds the claims to be secured by 25 percent, we shall be obligated to release the guard at the buyer’s request.
The statutory provisions on warranty shall apply unless otherwise stipulated below.
- The purchaser must notify us in writing of any recognizable defects within three working days of receipt of the goods at the latest by sending the notification in good time. Express reference is made to the obligations to inspect and give notice of defects following § 377 of the German Commercial Code (HGB). Furthermore, the purchaser shall notify us in writing of any defects that are not obvious or recognizable within the same period after discovery by timely dispatch.
- Concerning the quality of the object of purchase, only the product description given in the order confirmation shall be deemed agreed upon.
- Natural wear and tear and the impaired condition of the object of purchase due to unprofessional and improper handling are not defects. We do not provide any warranty for damage and malfunctions resulting from faulty installation or commissioning carried out by the purchaser or necessary or recommended operating and maintenance work.
- In the event of a defect, we shall be entitled to remedy the defect or to deliver a defect-free item at our discretion within the scope of the subsequent performance owed. We shall be entitled to refuse the next version if this is only possible at a high cost, in particular, if the total expenses for subsequent performance are higher than 30 percent of the market value of the goods sold. The further rights of the purchaser remain unaffected.
- In the event of failure of subsequent performance, the purchaser shall have the right to reduce the purchase price or, at its option, to withdraw from the contract. A failure shall be deemed to have occurred if two attempts at subsequent performance fail. For example, suppose the purchaser withdraws from the contract due to a legal or material defect. In that case, he shall not be entitled to any additional claim for damages due to the defect. On the other hand, suppose the buyer chooses compensation after the failure of subsequent performance. In that case, this is limited to the difference between the purchase and the value of the defective item. The provisions of this clause shall not apply if we have fraudulently caused or concealed the defect.
- In case of minor breaches of the contract, particularly minor defects, the buyer shall not be entitled to withdraw from the agreement.
- If, in the case of a return of goods made based on a complaint, it is found that the criticism was unjustified, we shall be entitled to demand both the costs of shipment and reasonable remuneration for the inspection.
- The buyer does not receive any guarantees in the legal sense from us.
- The warranty is one year from delivery of the goods. This shall not apply in the event of an intentional or grossly negligent breach of duty on our part or if more extended periods are prescribed by law.
IX Limitations of liability
- We shall not be liable for damages caused by our legal representatives or vicarious agents through a slightly negligent breach of non-essential contractual obligations. This limitation of liability shall not apply to claims based on injury to life, limb or health and the violation of essential contractual obligations, the fulfillment of which gives the contract its character and on which the buyer may rely.
- We deliver only according to the specifications of the buyer. The customer is responsible for the correct dimensioning of the object of purchase, the project planning, and the compliance with all legal regulations for the use and operation of the purchase.
X Place of performance and jurisdiction
- The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 shall not apply.
- The place of performance for all rights and obligations arising from the contract is Mühlhausen. The place of jurisdiction for both parties shall be Mühlhausen for disputes arising from and in connection with this contract, provided that the buyer is a merchant or a legal entity under public law. On the other hand, we are also entitled to sue the buyer at any other legal place of jurisdiction.
Suppose individual provisions of the contract including these terms and conditions are or become invalid in whole or part. In that case, this shall not affect the validity of the remaining provisions. Full or partially invalid provisions shall be replaced by a provision whose economic success comes as close as possible to the invalid provision.
These terms and conditions are valid from 01 May 2015.