GENERAL TERMS AND CONDITIONS FOR BUSINESS PARTNERS
(1) These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB. Conflicting or differing from our terms and conditions of the customer, we only accept if we expressly agree in writing to the validity.
(2) These terms of sale also apply to all future transactions with the purchaser, insofar as these are legal transactions of a related nature.
§ 2 Offer and conclusion of contract If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Submitted documents
At all in connection with the placing of order the customer left documents, such. For example, calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the orderer our express written consent. As far as we do not accept the offer of the customer within the period of § 2, these documents are to be returned to us immediately.
§ 4 prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax in the respective valid amount. Packaging costs will be charged separately.
(2) Payment of the purchase price must be made exclusively to the account named overleaf. The deduction of cash discount is only permitted with a written special agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 10 days after delivery. Default interest of 8% above the respective base interest rate p.a. calculated. The assertion of a higher damage caused by default remains reserved.
(4) Unless a fixed price agreement has been made, reasonable price changes remain reserved due to changes in labor, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
§ 5 set-off and rights of retention
The purchaser is entitled to set-off only if his counterclaims are legally established or undisputed. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 delivery time
(1) The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
(2) The delivery dates and delivery times specified by us are non-binding unless expressly agreed otherwise in writing.
(3) We are entitled to partial deliveries and their invoicing to the extent reasonable for the customer.
(4) If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.
(5) In addition to the delivery, the purchaser may demand compensation for the damage caused by default if we are guilty of intent or gross negligence. In the case of slight negligence, the liability is limited to foreseeable damages typical for the contract, but not exceeding 10% of the agreed delivery value for the part of the goods with whose delivery we are in default.
(6) Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
§ 7 Transfer of risk upon dispatch If the goods are shipped to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer upon dispatch to the customer, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We reserve the ownership of the delivered goods until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the goods if the customer behaves contrary to the contract.
(2) The purchaser is obligated, as long as the property has not yet been transferred to him, to treat the purchased goods with care. In particular, he is obliged to adequately insure these at his own expense against theft, fire and water damage as new value (Note: only permissible for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for opening insolvency proceedings or has ceased payments.
§ 9 Warranty / Complaints / recourse
(1) Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligation to inspect and complain under § 377 HGB.
(2) Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. The above provisions shall not apply in the case of fraudulent concealment of a defect or insofar as the law requires longer periods in accordance with § 479 (1) BGB (right of recourse). Prior to returning the goods our permit is to be requested.
(3) If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to the timely notice of defects at our discretion or replace the goods. It is always our opportunity to provide supplementary performance within a reasonable time. Claims for recourse remain unaffected by the above regulation without limitation.
(4) If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects do not exist in the case of insignificant deviation from the agreed quality or only insignificant impairment of the usability.
(6) Claims by the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us subsequently to a location other than the branch the orderer has been shipped, unless the shipment complies with its intended use.
(7) Claims for recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. For the extent of the claim of recourse of the purchaser against the supplier paragraph 6 shall apply accordingly.
§ 10 Liability
We are liable for intent and gross negligence as well as in case of breach of a contractual obligation (cardinal obligation). In the case of a slightly negligent breach of a cardinal obligation, the liability is limited to foreseeable, contract-typical damages at the time the contract was concluded. In slightly negligent violation of secondary obligations, which are not cardinal obligations, we are not liable.
§ 11 Miscellaneous
(1) This contract and the entire legal relationships between the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
(2) Place of fulfillment and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. For the contract are exclusively our terms and conditions; other conditions do not become part of the contract, even if we do not expressly contradict them.
(4) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision that comes closest to the economic purpose of the invalid provision or fills in this gap.
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