General Payment and Delivery Terms
1.1 The following terms shall apply for all of our offerings, sales, deliveries and services and are a component of the contract. They do not apply if our contractual partner is a private person and is not acting in a professional or business capacity. They also apply for all future business relationships, even if they are not explicitly agreed upon again.
1.2 We hereby explicitly dissent to any deviating or supplementary general terms of business of the purchaser. They also do not apply if the purchaser takes them as the basis for its order or other declaration.
§2 Offerings and Orders
2.1 Our offerings are non-binding, insofar as they are not designated in writing as binding. A contract thus comes into effect only with our order confirmation or the delivery of goods.
2.2 Measures, weights, figures, drawings and other documentation which are part of our non-binding offerings remain our property and are only approximate. Only with explicit, written confirmation by us can they become a binding component of the contract.
§3 Doubtful Solvency, Prepayment, Withdrawal
3.1 If circumstances become known to us after completion of contract which substantiate doubts regarding the solvency of the purchaser, we may make further deliveries dependent on prepayment of goods by the purchaser. We may set an appropriate deadline for the prepayment of goods by the purchaser and withdraw from the contract if the prepayment is not received by us by the deadline; the purchaser can provide security via bank guarantee in place of the prepayment. If we have already delivered the goods, the purchase price is due immediately without discount, regardless of agreed payment terms.
3.2 Doubts regarding the solvency of the purchaser are substantiated, among other instances, if an application to open insolvency proceedings on its assets has been made or it does not make payments to us or third parties on time.
4.1 Our prices are "ex factory" insofar as no other agreement was made with the purchaser. Packaging costs are not included in the price.
4.2 The legally required value-added tax is not included in our prices and is disclosed separately on the invoice in the amount that is legally applicable on the day of invoicing.
4.3 If more than 4 months pass between the day of contract completion and the day of delivery, without this resulting from a delivery delay for which we are responsible, and if our applicable price list has changed within this period, we may demand the list price applicable on the day of delivery instead of the agreed purchase price. We will submit an accordingly modified order confirmation to the purchaser before delivery. The purchaser may in this case withdraw from its order in respect of the goods for which the price has increased. The withdrawal must be declared in writing no later than on the 3rd work day after receipt of the modified order confirmation: Transmission by fax is sufficient. Transmission by email is not sufficient.
§5 Delivery Time
5.1 All cited delivery deadlines are non-binding and are considered only approximately agreed, insofar as they have not been explicitly designated by us as binding.
5.2 If we should not be able to comply with an explicitly agreed delivery deadline (e.g. calendar week xx) with culpability or be delayed for other reasons, the purchaser must grant us an appropriate extension, which begins with expiration of the agreed delivery deadline. After unsuccessful expiration of this extension, the purchaser is authorized to withdraw from the contract.
5.3 If the service becomes wholly or partially temporarily impossible or substantially impeded due to force majeure or for other exceptional circumstances due to no fault of our own, the agreed delivery time shall be extended by the duration of the impedance to the service. The same applies for a legally required deadline or deadline set by the purchaser for performance of the service, particularly for extensions in case of delay.
5.4 Before expiration of the delivery time or service deadline according to paragraph 3, the purchaser is authorized neither to withdraw nor to receive damage compensation. If the impedance to the service lasts for longer than 4 weeks, both we and the purchaser are authorized to withdraw, insofar as the contract is not yet executed. If the purchaser is contractually or legally (e.g. due to lack of interest) authorized to withdraw without the setting of an extension, this right remains unaffected.
5.5 In the case of any delivery delay, insofar as it does not result from intent or gross negligence, damage compensation claims of any kind are excluded.
6.1 Shipment is made on account of the purchaser. Risk is transferred to the purchaser upon loading of the goods, even if freight paid delivery is agreed and/or the shipment is made by our own vehicles. We are not required to provide for transport insurance.
6.2 Insofar as not otherwise explicitly agreed, we are authorized to make partial deliveries to a reasonable extent which are charged individually.
7.1 Our invoices are due immediately on the date of invoice without deduction, insofar as no other agreement is made.
7.2 The purchaser is in delay, even without a reminder from us, if it does not pay the purchase price within 30 days after the due date and receipt of invoice or an equivalent payment schedule.
7.3 If the purchaser is in delay on a payment, all of its payment obligations from the business relationship with us - including those for which bills of exchange have been given - are due immediately. In this case, we are authorized to demand interest at the legally specified rate, starting from the relevant period in time. Evidence of significant damage incurred by the seller remains reserved.
7.4 Bills of exchange are accepted conditionally only following previous agreement and when discountable, without guarantee of a discount. Payments by check or bill of exchange are also accepted only conditionally. The purchase price claim shall not lapse until after complete redemption of the bill of exchange. Bill of exchange and discount expenses are charged separately and must be paid immediately without deduction.
7.5 The purchaser is only authorized to offset, even if complaints or counter-claims are made applicable, if the counter-claims are found to be legally binding, recognized by the seller or indisputable. The purchaser is only authorized to exercise a right of retention if its counter-claim is based on the same purchase contract.
8.1 The purchaser must immediately inspect the received goods for completeness, transport damage, obvious defects, quality and properties. Obvious defects, incompleteness, transport damages, insufficient quality and lacking properties must be claimed to us in writing by the purchaser within 1 week from delivery of the contractual object.
8.2 We are not obligated to warranty if the purchaser has not claimed an obvious defect in writing in a timely manner. Insofar as there exists a defect in the product for which we are responsible and the purchaser has made a claim in a timely fashion, we are obligated - excluding the rights of the purchaser to withdraw from the contract or to reduce the purchase price - to subsequent fulfillment, unless we are authorized to deny subsequent fulfillment due to legal provisions. The purchaser must grant us an appropriate time period for subsequent fulfillment for each individual defect.
8.3 The subsequent fulfillment can occur by resolution of the defect or delivery of a new product, according to the purchaser's choice. We are authorized to deny the method of subsequent fulfillment chosen by the purchaser if it is connected with unreasonable costs. During subsequent fulfillment, reduction of the purchase price or withdrawal from the contract by the purchaser are excluded. An improvement is considered failed with the second futile attempt. If the subsequent fulfillment has failed or if the seller has denied the subsequent fulfillment as a whole, the purchaser can demand reduction of the purchase price (reduction) or declare withdrawal from the contract, according to its choice.
8.4 Damage compensation claims under the following conditions due to the defect can be made by the purchaser only if the subsequent fulfillment has failed or the subsequent fulfillment has been denied by us. The right of the purchaser to enforce further damage compensation claims under the following conditions remains unaffected by this.
8.5 For willfully or grossly negligent breaches of obligation and for damages from injury to life, body or health, we are liable without restriction according to the legal regulations. Otherwise, we are liable only if the breach of obligation is recognizably of substantial importance for achieving the purpose of the contract, and only limited up to the amount of typically foreseeable damage.
8.6 The liability restriction according to paragraph 5 applies accordingly for damage compensation claims other than contractual claims, in particular for claims resulting from improper handling, with the exception of claims according to the product liability law. It furthermore also applies in favor of our employees, contractors, co-workers, agents and vicarious agents.
8.7 Insofar as we have issued a quality and/or durability guarantee in respect of the product or parts thereof, we are also liable in connection with this guarantee. For damages resulting from the lack of guaranteed quality or durability, but which do not occur directly on the product, however, we are liable only if the risk of such damages is obviously encompassed by the quality and durability guarantee.
8.8 We are also liable for damages which are caused by simple negligence, insofar as this negligence affects the breach of such contractual obligations whose compliance is of particular significance for achieving the purpose of the contract (cardinal obligations). However, we are liable only insofar as the damages are connected to the contract and are foreseeable in a typical manner. In the case of simple negligent breaches to non-contractual, secondary obligations, we are otherwise not liable. The liability restrictions under §8.7 also apply insofar as the liability concerns legal agents, managing employees and other vicarious agents of the seller.
8.9 Further liability is excluded without respect to the legal nature of the claim enforced. Insofar as the liability of the seller is excluded or restricted, this also applies for the personal liability of its employees, contractors, co-workers, agents and vicarious agents.
§9 Retention of Title
9.1 We retain ownership of the product (reserved goods) until receipt of all payments from the purchase contract. The delivered goods are not transferred into the ownership of the purchaser until the purchaser has fulfilled its entire obligations from the business relationship, including incidental claims, damage compensation claims and redemption of checks and bills of exchange. In the case of the check-bill-procedure, the retention of title in all of its forms cited here does not expire upon check payment, but rather only upon redemption of the bill of exchange.
9.2 The purchaser must inform us in writing without delay regarding all access by third parties, particularly by property seizure proceedings as well as other impairments of its property. The purchaser must replace all damages and costs which occur due to an injury to this obligation and by measures required to protect against the access by third parties.
9.3 If the purchaser does not meet its payment obligation despite a reminder by us, we can demand the surrender of reserved goods still in its possession, without previously setting a deadline. The transport costs thereby incurred shall be borne by the purchaser. The seizure of the reserved property by us is always associated with a withdrawal from the contract. We are authorized to exploit the reserved goods after their seizure. The exploitation proceeds will be calculated with our open debts.
§10 Place of Fulfillment
The place of fulfillment for payments and our goods deliveries is D-56283 Halsenbach.
§11 Data Processing
The purchaser is in agreement that we process data on the purchaser, obtained in connection with the business relationship, in observation of the Federal Data Protection Act, for the fulfillment of our own business purposes, and particularly save or transmit said data to credit organizations, insofar as this occurs in connection with the purpose of the contract or is necessary to safeguard our justified interests and there are no grounds for assuming that the purchaser's interests which are worthy of protection, in the exclusion of the processing, and especially the transmission of this data, preponderate.
§12 Court of Jurisdiction and Applicable Law, Non-Transferability
12.1 The law of the Federal Republic of Germany applies for the contractual relationship between the purchaser and us, even if the purchaser resides or is headquartered abroad.
12.2 The purchaser is not authorized to transfer claims from the purchase contract without the consent of the seller.
12.3 If the purchaser is a merchant, legal entity under public law or a special fund under public law, the court of jurisdiction for both parts - also for bill of exchange and check matters - is D-56283 Halsenbach. However, we are also authorized to sue the purchaser at its general court of jurisdiction.
§13 Severability Clause
Modifications or supplementations to the contract or these general terms and conditions require written form to be effective. If a provision of these general terms of delivery and payment should be or become ineffective or infeasible, this does not affect the effectiveness of the rest of the general terms of delivery and payment.