General business terms


§ 1  GENERAL ITEMS / SCOPE

(1)    Our sales conditions apply exclusively; we do not acknowledge any provisions which contravene or deviate from our terms of sale unless we have expressly approved your version in writing. Our sales conditions also apply if we come to be aware of any provisions of the customer which contravene or deviate from our sales provisions.
(2)    All agreements which have been made between us and the customer in relation to executing this contract are set forth in this Contract in writing.
(3)    Our sales conditions apply only to companies in the sense of § 310, para. 1 of the BGB [German Civil Code].
(4)    Our sales conditions also apply to future transactions with customers.

 

§ 2  OFFER, OFFER DOCUMENTS / INTELLECTUAL PROPERTY RIGHTS / DIMENSIONS / DATA STORAGE

(1)    Our offer remains free unless any other terms are stated in our order confirmation.
(2)    We retain ownership and intellectual property rights to figures, drawings, calculations and other documents. This also applies to those written documents which are indicated as “confidential”. Our customer must receive express written permission from us before forwarding these to third parties. Our printed documents, such as dimensions and weight information, images and descriptions, are only approximate. There is no obligation to inform [the customer] of follow-on changes.
(3)    If, at delivery, drawings or other information from the ordering party violates the ownership rights of third parties, the ordering parties holds us harmless from any claims.
(4)    For prescribed dimensions, DIN and ISO tolerances apply; otherwise, usual commercially accepted tolerances apply.
(5)    Your data will be stored and processed by us, if this is necessary for the transaction, and is allowed in the framework of the Federal Data Protection Law.

 

§ 3  PRICES / PAYMENT CONDITIONS

(1)    Unless otherwise indicated in the order confirmation or the offer, our prices apply “ex-factory”, excluding packaging. We reserve the right to change our prices in a reasonable way, if there are cost reductions or increases after the contract is concluded, especially due to tariff decisions or material price changes.
(2)    Unless otherwise indicated in the order confirmation or the order, the purchase price is due net (without discount) within 14 days from the date of invoice. Statutory rules regarding the consequences of delay in payment shall apply.
(3)    The customer has the right to set-off rights only if its counter-claims have been legally established, are undisputed or are acknowledged by us. In addition, the customer is entitled to exercise a retention right if its counter-claim is based on the same contractual relationship.

 

§ 4  DELIVERY DATE

(1)    The goods we deliver are individually tailored to meet the needs of the buyer. Due to associated uncertainties, the delivery date given is only an approximate time.
(2)    The beginning of delivery time assumes clarification of all technical issues.
(3)    Adherence to our delivery obligation furthermore assumes timely and proper fulfilment of the customer’s obligation. Objection to non-fulfilled contracts remains reserved.

 

§ 5 RISK TRANSFER

Unless any other agreement has been reached, delivery “ex-factory” is agreed.

 

§ 6  LIABILITY FOR DEFECTS

(1)    The customer’s right to complain about defects assumes that the customer has properly complied with its inspection and complaint obligations as set forth in § 377 of the HGB [German Commercial Code].
(2)   If there is a defect in the purchased items, we are entitled to select revision in the form of repairing the defect, or to deliver a new, defect-free item. In the case of repairing the defect, we bear the expenses only to a maximum of the purchase price.
(3)    If the revision fails, the customer is entitled to select either withdrawal or reduction.
(4)    We are liable under statutory provisions, if the customer claims for damages, which are due to gross negligence or wilful intent, including gross negligence or wilful intent of our representatives or assistants. Unless a deliberate breach of contract is involved, liability for damages shall be limited to foreseeable, typically-occurring damages.
(5)    We are liable under statutory provisions if we culpably breach a significant contractual obligation; in this case, the liability for damages shall be limited to foreseeable, typically-occurring damages.
(6)    Liability for culpable violation to life, injury or health remain unaffected; this also applies to mandatory liability under the Product Liability Law.
(7)    Unless otherwise stated above, liability is excluded.
(8)    The statute of limitations for defect claims is, when not otherwise agreed, three months, starting from the risk transfer.
(9)    The statute of limitations in the case of a delivery recourse as per §§ 478, 479, 651 of the BGB remains unaffected, calculated from the delivery of the defective items.

 

§ 7  TOTAL LIABILITY

(1)    Any further liability to claims for damages provided in § 6 is excluded without regard to the legal nature of the claim which is asserted. This applies to claims for damages due to negligence after the contract, due to other breaches of duty or due to tortious claims for compensation as per § 823 of the BGB.
(2)    The limitation as per para. 1 applies as well if the customer requests replacement of useless expenditures rather than a claim for damages.
(3)    If our liability for damages is excluded or limited, this also applies regarding personal liability for damages of our managers, employees, workers, representatives and assistants.

 

§ 8  RETENTION OF TITLE

(1)    We retain ownership of the purchased items until all payments related to the business arrangement have been received from the customer. In the case of counter-contractual behaviour by the customer, especially delay in payment, we have the right to take back the purchased item. If we take back the purchased item, we withdraw from the Contract. After taking back the purchased items, we are authorised to use them; the proceeds from sale must be credited to the customer’s liabilities less appropriate implementation costs.
(2)    The customer has the right to repurchase the delivered objects in a proper business procedure; the customer must, however, pay all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against its customers or third parties. The customer is authorised to collect the claim. We nevertheless have the right to collect the claim ourselves if the customer does not meet its contractual payment obligations. In the case of a delay in payment, the opening of a bankruptcy or insolvency proceedings or stoppage of payment by the customer, we may demand disclosure of assigned receivables and their debtors, as well as all data required for collection, and publication of necessary documents.

 

§ 9 JURISDICTION, PLACE OF FULFILMENT

(1)    If the customer is a businessperson, our place of business is the legal jurisdiction; we have the right, however, to sue the customer at its place of residence.
(2)    The laws of the Federal Republic of Germany apply; the application of UN purchase law is excluded.
(3)    Our headquarters are the place of fulfilment unless otherwise indicated in the order confirmation.