General terms and conditions of sale and delivery for commercial transactions

I. General

• 1. All deliveries and services are based on these conditions as well as any separate contractual agreements. Deviating purchase conditions of the customer will be not part of the contract even if the order is accepted. In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation.
• 2. The supplier reserves the right to samples, cost estimates, drawings, etc. Information of a tangible and intangible nature, including in electronic form, property rights and copyrights in front; they must not be made accessible to third parties. The customer undertakes to only provide information and documents designated as confidential by the supplier with the supplier's consent To make it available to third parties.
• 3. Agreements on the quality and availability of the delivery item are only guaranteed if they are expressly designated as such.

II. Price and Payment

• 1. Unless otherwise agreed, the prices apply ex works including packaging and loading, plus the prices valid at the time of invoicing Sales tax at the statutory rate.
• 2. In the absence of a special agreement, payment must be made to the supplier's account without any deductions and within a maximum period of 14 days from the invoice date. After the payment deadline has expired, the supplier is entitled to charge default interest of 8 percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
• 3. The customer only has the right to withhold payments or to offset them against counterclaims if his counterclaims are undisputed or have been legally established are.
• 4. The supplier reserves the right to offset incoming payments against the oldest claim plus the costs and interest incurred.

III. Delivery time, delivery delay

• 1. The delivery time results from the written agreements of the contracting parties. Their compliance by the supplier assumes that all commercial and technical questions have been clarified between the contracting parties and the customer has all obligations incumbent on him, such as providing the necessary official certificates or permits or has made a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if the supplier is responsible for the delay.
• 2. Compliance with the delivery deadline is subject to correct and timely delivery to us.
• 3. The delivery period is met if the delivery item has left the supplier's works by the time it expires or if readiness for dispatch has been reported. As far as an acceptance has taken place, except in the case of a justified refusal of acceptance, the acceptance date is decisive, alternatively the notification of readiness for acceptance.
• 4. If the dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, he will be informed, starting one month after notification, of the Dispatch or readiness for acceptance, the costs incurred as a result of the delay are calculated.
• 5. If the non-compliance with the delivery time is due to force majeure, industrial disputes or other events that are beyond the supplier's sphere of influence, then extended the delivery time is reasonable. The supplier will inform the customer of the beginning and the end of such circumstances at the earliest possible point in time.
• 6. The customer can withdraw from the contract without setting a deadline if the entire service is finally impossible for the supplier before the transfer of risk. The customer can use it also withdraw from the contract if the execution of part of the delivery becomes impossible for an order and he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price applicable to the partial delivery. The same applies to the inability of the supplier. Otherwise, Section VII.2 applies. Kick the Impossibility or inability during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he shall remain in return for consideration Committed.
• 7. If the supplier is in default and the customer suffers damage as a result, he is entitled to demand lump-sum compensation for the delay. For each full week it amounts to Delay 0.5%, but in total no more than 5% of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. If the customer grants the defaulting supplier, taking into account the statutory exceptional cases, a reasonable deadline for performance and if the deadline is not adhered to, the customer is entitled to withdraw within the framework of the statutory provisions Further claims from delay in delivery are determined exclusively in accordance with Section VII.2 of these conditions.

IV. Transfer of risk, acceptance

• 1. The risk passes to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier has other options, e.g. Shipping costs or delivery and installation. If an acceptance has to take place, this is decisive for the transfer of risk. You must immediately on the acceptance date, alternatively, can be carried out after notification of the supplier about the readiness for acceptance. The customer may accept the acceptance if there is a non-essential defect don't refuse.
• 1. The risk passes to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier has other options, e.g. Shipping costs or delivery and installation. If an acceptance has to take place, this is decisive for the transfer of risk. You must immediately on the acceptance date, alternatively, can be carried out after notification of the supplier about the readiness for acceptance. The customer may accept the acceptance if there is a non-essential defect don't refuse.
• 3. Partial deliveries are permitted, provided that this is reasonable for the customer.

V. Retention of title

• 1. The supplier retains ownership of the delivery item until all claims, including those arising in the future, from the current business relationship have been settled in full in front. In the case of a current invoice, the reserved property is considered security for the supplier's balance claim. If the delivery item is a disposable or consumable item acts, the retention of title turns into a guaranteed liability for damages.
• 2. The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the customer, unless the customer himself has demonstrably taken out the insurance.
• 3. The customer may only sell, pledge or transfer the delivery item as security after all balance claims have been settled in full. In the event of distraint or confiscation or other dispositions by third parties, before the complete settlement of all balance claims, he must notify the supplier immediately.
• 4. In the event of breach of contract by the purchaser, in particular in the event of default in payment, the supplier is entitled to take back the delivery item after a reminder and the purchaser is entitled to Surrender obliged. The assertion of the retention of title as well as the seizure of the delivery item by the supplier do not count as a withdrawal from the contract.
• 5. The application to open insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.
• 6. If the customer resells the delivery item, it remains the sole property of the supplier (extended retention of title) until all balance claims are complete are paid. The purchaser / reseller must inform his purchaser / customer of this.
• 7. Even if the additional purchaser / customer can be shown to have paid his claims to the purchaser / reseller in full, the delivery item remains the property of the supplier until all balance claims have been settled in full and the further buyer / customer is obliged to surrender. The same applies analogously to V.1 for single-use or consumable items.

VI. Guarantee

For material and legal defects of the delivery, the supplier makes further claims - subject to Section VII - guarantee as follows:

Material defects

• 1. All those parts are to be repaired or re-delivered free of charge at the option of the supplier, which are defective as a result of a circumstance prior to the transfer of risk turn out. The supplier must be notified immediately in writing of such defects being discovered. Replaced parts become the property of the customer.
• 2. In order to carry out all repairs and replacement deliveries that appear to be necessary to the supplier, the customer has the necessary time and time after consulting the supplier To give an opportunity; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases of endangering operational safety or for Defense against disproportionately large damage, whereby the supplier is to be informed immediately, the customer has the right to remedy the defect himself or to have it remedied by a third party and from To demand reimbursement of the necessary expenses from the supplier.
• 3. If the complaint proves to be justified, the supplier bears the costs of the replacement part of the costs arising from the repair or replacement delivery including shipping as well as the reasonable costs of dismantling and installation and, if this can be reasonably demanded depending on the situation in the individual case, the costs of any required provision of its fitters and assistants.
• 4. The customer has the right to withdraw from the contract within the framework of the statutory provisions if the supplier, taking into account the statutory exceptional cases, gives him a allows the set reasonable deadline for the repair or replacement delivery due to a material defect to elapse without result. If there is only an insignificant defect, the customer is entitled only a right to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.
• 5. In particular, no guarantee is given in the following cases: Unsuitable or improper use, incorrect assembly or commissioning by the customer or Third parties, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable equipment, defective construction work, unsuitable building site, chemical, electronic or electrical influences - unless the supplier is responsible for them.
• 6. If the purchaser or a third party makes improper improvements, the supplier is not liable for the resulting consequences. The same applies to changes to the delivery item made without the prior consent of the supplier.
• 7. Defects in title: If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier shall at his own expense the purchaser fundamentally procure the right for further use or modify the delivery item in a way that is reasonable for the customer in such a way that the property right is not infringed there is more. If this is not possible under economically reasonable conditions or within a reasonable period, the customer is entitled to withdraw from the contract. Among those mentioned The supplier is also entitled to withdraw from the contract. In addition, the supplier will indemnify the customer against undisputed or legally established claims exempt the owner of the property right
• 8. The in Section VI. 7, subject to Section VII.2, are final in the event of property rights or copyright infringements. It only exists if
  • -the customer informs the supplier immediately of any alleged infringements of property rights or copyrights,
  • - the customer supports the supplier to a reasonable extent in defending against the asserted claims or supports the supplier in carrying out the Modification measures according to Section VI. 7 enables
  • - the supplier reserves the right to take all defensive measures, including out-of-court settlements,
  • - the legal defect is not based on an instruction from the customer and
  • - the violation of the law was not caused by the fact that the customer changed the delivery item without authorization or in a manner that was not in accordance with the contract. has turned.

HVII. aftung

• 1. If the delivery item is the fault of the supplier, as a result of neglect or incorrect execution of proposals and advice given before or after the conclusion of the contract or through the breach of other contractual secondary obligations - in particular instructions for the operation and maintenance of the delivery item - by the customer not in accordance with the contract can be used, the provisions of Sections VI and VII.2 apply accordingly to the exclusion of further claims by the customer.
• 2. The supplier is only liable for damage that has not occurred to the delivery item itself - for whatever legal reasons
  • - with intent,
  • - in the event of gross negligence on the part of the owner / the executive bodies or executive employees,
  • - in the event of culpable harm to life, body or health,
  • - in the case of defects that he fraudulently concealed or the absence of which he has guaranteed,
  • - In the event of defects in the delivery item, insofar as there is liability for personal injury or property damage to privately used items according to the Product Liability Act.
  • In the event of culpable breach of essential contractual obligations, the supplier is also liable for gross negligence on the part of non-managerial employees and for slight negligence, limited in the latter case on the contractually typical, reasonably foreseeable damage. Further claims are excluded.

VIII. Statute of Limitations

All claims of the customer - for whatever legal reasons - become statute-barred after 12 months. For willful or malicious behavior as well as for claims after the statutory deadlines apply to the Product Liability Act. The subsequent performance does not affect the statute of limitations. It does not start again due to the supplementary performance.

IX. Applicable law, place of jurisdiction

• 1. For all legal relationships between the supplier and the customer, the law of the Federal Republic of Germany which is relevant for the legal relationships between domestic parties applies exclusively Germany.
• 2. The place of jurisdiction is the court responsible for the registered office of the supplier. However, the supplier is entitled to take legal action at the headquarters of the customer.