§ 1 Terms of Delivery and Terms of Payment
The following delivery and payment terms are the foundation for all contracts, deliveries and other services. We hereby formally contradict deviating terms and conditions of purchase of the customer. We do not acknowledge them, we do not explicitly contradict them after receipt by us. Should the terms and conditions of a customer include a similar clause, the customer declares acceptance of the goods, and that he wants to close the deal for our delivery and payment terms. These conditions also apply to all further orders and conclusion of contracts granted to the customer in the future, without regard to whether we refer in each case to them. A variation of these terms and conditions requires a separate amendment agreement with the customer in writing. Oral agreements about deviations from these terms and conditions are ineffective. The same applies to modifications of the abovementioned clauses.
§ 2 Offers and Deals
Our offers are from every point of view subject to alteration and without obligation. The customer is bound to the offer 21 days after this has been issued. Contracts and other agreements are concluded only by our written order confirmation or acceptance of the goods supplied by us. The order confirmation contains extensions, restrictions, and other changes to the job offer of the customer. The consent of the customer is regarded as given, if this does not occur immediately, within 4 business days after receipt of the written Confirmation of order. The access time of the order confirmation to the customer by us is 5 working days after its output. Oral agreements or agreements met by telephone or any collateral agreements or transactions brokered by representatives shall not be binding without our written confirmation.
§ 3 Prices
Our prices are in Euro plus VAT and are ex works. Freight, customs, insurance, assembly, postage, delivery and other charges are not included in the offers and will be charged separately. If there is a material change in our decisive cost factors between the conclusion of the contract and the delivery date - in particular subcontractor, labor and transport costs or if other direct or indirect price-related public duties change, we reserve the right to adjust the price to a reasonable extent.
§ 4 Payment
Invoices are payable within 8 days from date of invoice with 3% discount, within 14 days from date of invoice with 2% discount or within 30 days net. Invoices for machines, machine parts and services are due immediately and without deductions. We accept checks, rediscountable and duly taxed bills of exchange, if expressly agreed. The costs of discounting and collection are borne by the customer. Credits for bills of exchange and checks are subject to the receipt of the value date of the day on which we can dispose of the equivalent value. If payments are not made within 30 days of the invoice date, deferred payment or later than separately agreed, default interest of at least 4% above the discount rate of the Deutsche Bundesbank shall be charged for the period from the beginning of default. We reserve the right to assert further damages caused by delay. The customer reserves the proof that no or only a small amount of damage has occurred. Reminder costs from the time of default to the detriment of the customer will be charged with € 6.00 plus postage costs per reminder. In judicial recovery, the additional processing costs are to be paid with 80,00 €. The offsetting of the customer with any counterclaims is only permitted if these counterclaims are undisputed or legally binding. Our claims arising out of all transactions, including those for which we have accepted bills of exchange, shall become due immediately if these terms of payment are not met or if circumstances become known after conclusion of the contract, that result in a material deterioration in the assets. In such a case, if the customer does not pay the total amount due within a set period, we shall be entitled, without prejudice to further legal rights, to execute outstanding deliveries only against advance payment or to demand appropriate collateral or assert rights of retention until settlement of due claims. If the customer does not provide such security within a given period, we are entitled to withdraw from the contract or to claim damages for non-performance. The customer hereby authorizes us to enter the customer's business and to take away the delivered goods in the aforementioned cases.
§ 5 Shipping and Transfer of Risk
Shipping is at the risk of the customer. The risk is transferred to the customer as soon as the delivery has been handed over to the person to be transported or has left the factory of the supplier for shipment.
§ 6 Warranty and liability
An incomplete delivery or obvious defects shall be reported to us by means of a written report without delay, at the latest however within 8 days after receipt of the goods, hidden defects after their discovery, within the limitation period for the legal warranty claim. The customer must immediately give us the opportunity to convince ourselves of the lack or lack of assured properties, in particular, on request, to provide the rejected goods or samples thereof. A breach of the above obligations excludes any warranty claims against us. The warranty period begins on the date of delivery and is 6 months valid for new goods. The defective goods will be repaired by us free of charge or it will be delivered flawless replacement. If the customer does not make use of his right to cancel the contract within a reasonable period of time after the failure of three attempts at rectification, we shall be entitled to withdraw from the contract on our part. A reduction by the customer is excluded. Catalogue and list information does not constitute an assurance of properties.
Used machinery, used spare parts, used tools and used accessories are always sold as they stand or lie, in the state in which they are, to the exclusion of any warranty. Our liability for open and hidden defects is excluded here, as well as any liability for damages. Used machines are with order after inspection before picking up, loading or disassembly start as conditionally accepted and approved. If a used machine is sold ready for operation in accordance with these terms and conditions, this means that the machine has been tested electrically and mechanically and is only able to run and function under idling conditions. In no case will a guarantee be granted.
For second-hand goods, all warranty claims are excluded. If our operating and / or maintenance instructions are not or only partially followed, changes are made to the goods, parts are replaced or consumables are used which do not correspond to the original specifications, then no warranty is required. Further claims of the customer, in particular a claim for compensation for damages that have not arisen on the delivery item itself or are based on the infringement of property rights, are excluded. This also applies to unauthorized actions. This disclaimer of liability does not apply in the absence of expressly guaranteed properties, if the purpose of the assurance was precisely to protect the customer against damage that did not occur to the delivery item itself.
§ 7 Retention of title
We reserve the ownership of the delivered goods until the fulfillment of all claims, which are due to us from this contract to the customer for every legal reason now or in the future (reserved goods). In this case, all deliveries are considered to be a coherent delivery transaction. For current accounts, the reserved property is considered a security for our balance claim. The customer may sell or process the reserved goods only in the ordinary course of business at its normal terms and conditions, as long as he is not in default. The claims of the customer from the resale of the reserved goods are already assigned to us in full with all ancillary rights. It does not matter whether the sale is made to one or more customers. By including the claim in current invoices and by netting, the advance assignment is not affected. The treatment and processing of the reserved goods is carried out as a manufacturer / supplier within the meaning of § 950 BGB, without obliging us. In the case of processing with other goods not belonging to us by the customer, we obtain co-ownership of the manufactured goods in proportion of the invoice value of our processed reserved goods to the sum of the invoice values of all other goods used in the production. If our goods are mixed or combined with other objects and thereby extinguish our ownership of the reserved goods, it is already agreed that the ownership of the customer in the mixed stock or the uniform thing in the scope of the invoice value of the reserved goods to us and that the customer takes these goods safekeeping for us free of charge. The goods resulting from processing or connection are reserved goods within the meaning of this provision. If the reserved goods are sold after connection, mixing or processing with other goods not belonging to us, the purchase price is already assigned to us in full amount of our co-ownership of the sold object. The customer is entitled to collect claims from the resale as long as he does not violate his obligations to us and is not in default. The customer is in no case entitled to assign the claims to third parties. If the customer violates our obligations to us or if he is in default, he is obliged to inform his customers immediately of the assignment to us. In all other respects, he must provide us with all information and documents necessary to assert the reservation of title and to collect the assigned claims. The assertion of the retention of title of the other security interests transferred on the basis of the above provisions as well as the seizure of the delivery item by us shall not be considered a withdrawal from the contract. The customer must notify us immediately of a seizure of goods subject to retention of title or any other impairment of our rights by third parties. We will release the collateral we hold to the extent that its value exceeds the claim to be secured by more than 20%. The customer is obliged to insure the goods or end product against fire and theft and to prove the conclusion of the insurance on request. The customer already assigns the claims against the insurer resulting from the insurance of the goods or the final product to us in full.
§ 8 secondary duties and advice
Contractual ancillary services (such as maintenance instructions) and advice, as far as they relate to the delivery item, we provide carefully and to the best of our knowledge in accordance with the current state of the art and the conditions of use specified by us to the customer. With regard to the warranty and liability, even in case of omissions, the above conditions shall apply mutatis mutandis. Bare recommendations are not binding.
§ 9 Privacy
In the sense of the data protection law it is pointed out that we store data about customers and use them in the cooperation.
§ 10 Place of performance
The place of performance for the delivery is our warehouse, the place of performance for the payment is our company’s HQ.
§ 11 Jurisdiction
Jurisdiction for all disputes arising from legal relationships between the parties ist he company’s HQ.
§ 12 Applicable law
All legal relationships between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, unless we have in individual cases submitted in writing to the law applicable at another established place of jurisdiction.
§ 13 Final Provisions
Insofar as these general terms and conditions do not contain any deviating regulations, the statutory provisions shall apply. Should individual provisions of these General Terms and Conditions be ineffective or lose their legal validity by a later circumstance, this shall not affect the legal validity of the remaining provisions. Instead of the invalid provision of the contract, a provision which most closely corresponds to the ineffective provision shall apply.