Terms of sale/delivery and payment
The most important articles are listed below.
These terms and conditions of sale and delivery apply to all - including future - business relations between us and our customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code). Deviating, conflicting or supplementary general terms and conditions of business of our customers shall not become part of the contract, even if we are aware of them, unless we expressly agree to their validity in writing.
The rights of the customer arising from the contracts concluded with us are not transferable without our written consent.
The customer agrees that we may collect, store and process personal data required within the scope of the business relationship.
2. Conclusion of contract
- Our offers are subject to change. We reserve the right to make technical changes as well as changes in shape, colour and/or weight, drawings, illustrations or other performance data, including information provided by the supplier, within the scope of what is reasonable. Prices for individual items of an offer shall only be valid if the entire order is placed for this offer.
- By placing an order for goods - also electronically - the customer bindingly declares that he wishes to purchase the ordered goods. We are entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing, electronically or by delivery of the goods to the customer. The mere confirmation of receipt does not constitute acceptance of the order. Our employees are not authorised to make verbal subsidiary agreements or to give verbal assurances which go beyond the content of the written contract. As a matter of principle, only the product description is authoritative for the quality of the goods. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description of the quality of the goods. The customer does not receive any guarantees in the legal sense from us. Manufacturer's guarantees remain unaffected by this. In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, we shall be entitled to make a corresponding appropriate price adjustment if there is a full stop of more than 4 months between the conclusion of the contract and the agreed delivery date. If the prices at the time of delivery exceed the initially agreed prices by more than 10%, the customer is entitled to withdraw from the contract.
- Delivery shall be made for the account and at the risk of the customer. If free delivery has been agreed, the risk shall pass with the arrival of the vehicle in front of the delivery address at ground level or at the location that is reasonably accessible with the vehicle. Our customer is obliged, insofar as this is technically necessary, to provide the equipment or employees required for unloading.
- Partial deliveries are permissible within the framework of the statutory provisions. They shall be deemed to be independent deliveries.
- The delivery is to be checked by the customer immediately upon receipt for correctness, completeness and freedom from defects.
- The agreement of delivery dates and delivery periods must be in writing.
- Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. Force majeure shall be deemed to include other circumstances which make delivery significantly more difficult or impossible and for which we or our suppliers are not responsible. If delivery becomes impossible or unreasonable as a result of the aforementioned events, the contracting party affected by this shall be entitled to withdraw from the contract.
- Our deliveries are subject to correct and timely delivery by our suppliers, unless the delay, incorrect delivery or non-delivery is our fault.
- The goods shall be packaged as is customary in the industry. The packaging will be charged at cost price.
- We are entitled to take out transport and breakage insurance at the expense of the customer and to charge a flat-rate transport insurance fee.
- Goods delivered by us that are free of defects will only be taken back in perfect condition and only after prior agreement with us, with freight paid return. Goods taken back voluntarily will be credited less at least 15% of the costs, depending on their condition. A return of custom-made products or goods specially procured at the request of the customer is excluded.
- Material defects must be reported to us in writing without delay, at the latest, however, within 7 days after delivery. Defects which cannot be discovered within this period even after careful inspection shall be notified to us in writing immediately after discovery, at the latest before expiry of the agreed or statutory limitation period. Defective goods shall be kept available for inspection by us in the condition in which they are at the time of discovery of the defect or shall be sent to us upon request. Any breach of the above obligations shall exclude all warranty claims against us. The customer shall bear the full burden of proof for all prerequisites for claims, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
- For defects in the goods, we shall initially provide warranty at our discretion by rectification or replacement delivery. If the subsequent fulfilment fails, the customer may in principle demand a reduction or withdraw from the contract at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.
- Goods sold as inferior quality or used goods are sold under exclusion of any warranty.
- If the customer receives defective assembly instructions, we are only obliged to supply assembly instructions that are free of defects and this only if the defect in the assembly instructions prevents proper assembly.
5. Limitations of liability
- We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort - including for our legal representatives, vicarious agents or assistants - in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
- These limitations do not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules of the burden of proof remain unaffected.
- The warranty period is 2 years from delivery, unless a longer period applies in accordance with § 438 para. 1 no. 2 BGB. This does not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory rights of recourse.
6. Terms of payment and default in payment
- Unless otherwise agreed, our deliveries are to be paid within 14 days. Insofar as a discount is granted, it is a prerequisite that all previous invoices have been settled by then. The net invoice amount after deduction of discounts, freight, etc. shall be decisive for the discount calculation.
- We are not obliged to accept bills of exchange and cheques; we accept bills of exchange only subject to the possibility of discounting. Cheques and bills of exchange shall only be credited after encashment, assignments of claims only after payment, the claim and its maturity shall remain unaffected until then. We do not assume any liability for timely encashment and protesting. Protest and collection charges shall be borne by the customer.
- We are entitled to set off payments against the customer's older debts first, despite the customer's stipulation to the contrary, and will inform the customer of the type of set-off made. We are entitled to set off payments first against the costs, then against the interest and finally against the principal claim.
- The customer shall only be entitled to a right of retention and a right of set-off insofar as its counterclaims are undisputed or have been legally established.
- In the event of default in payment, termination of the trade credit insurance cover by the trade credit insurer, protests of cheques or bills of exchange and other conduct of our customer in breach of contract, we may rescind all contracts and claim damages for non-performance, assert our retention of title, take possession of goods delivered, demand securities, realise securities provided, declare all outstanding payments due and payable and make any outstanding deliveries only against advance payment, as well as assert further damages for default including default interest.
- We must be notified immediately in writing of any change of address, change in ownership, change in the legal form of the company or any other circumstances affecting the financial circumstances of our customer. If, after the conclusion of the contract, it becomes apparent that our claim for payment is endangered by the customer's lack of ability to pay, we shall be entitled to the rights under § 321 BGB (German Civil Code) (plea of uncertainty). In this case we are entitled to claim payment or security for all claims arising from all existing contracts and to refuse performance of all existing contracts until advance payment or security is provided.
7. Retention of title
- Until the fulfilment of all claims (including balance claims from current account) to which we are entitled for any legal reason against our customer now or in the future, the following securities are granted to us, which we will release upon request at our discretion, insofar as their value exceeds our claims by more than 10 %.
- All delivered goods remain our property. Processing or assembly shall always be carried out for us as manufacturer, but without any obligation on our part. If our (co-)ownership lapses due to combination or mixing, it is already agreed now that the customer's (co-)ownership of the uniform item shall pass to us in proportion to the value (invoice value). The customer shall keep our (co-)ownership in safe custody free of charge. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
- Our customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security as well as the agreement of prohibitions of assignment are not permitted. The customer hereby assigns to us in full any claims arising from the resale, processing or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including all current account balance claims). We accept the assignment. All our rights of retention of title (simple, extended and prolonged) shall not expire even if goods originating from us are acquired by another buyer as long as the latter has not paid us for the goods. This applies in particular to sales within the scope of affiliated companies. We revocably authorise the customer to collect the claims assigned to us for our account in his own name. This collection authorisation shall only apply as long as no insolvency petition has been filed against the customer's assets and it can otherwise only be revoked if the customer does not properly meet his payment obligations.
- In the event of access by third parties to the reserved goods, the customer shall point out our ownership and notify us immediately.
- In the event of a breach of contract by the customer - in particular default in payment - we shall be entitled to take back the goods subject to retention of title and, if applicable, to demand assignment of our customer's claims for return against third parties The taking back or seizure of the goods subject to retention of title by us shall not constitute a rescission of the contract, unless the German Installment Purchase Act (Abzahlungsgesetz) applies.
At our request, the customer shall be obliged to name his customers, to inform them of the assignment, to provide us with the information required to assert our rights against the customer and to hand over documents. We shall also be entitled to notify our customer's buyer of the assignment.
8. Final provisions
- The law of the Federal Republic of Germany shall apply. The provisions of the EU Sales Convention shall not apply.
- The place of jurisdiction - also for actions on bills of exchange and cheques - shall be the registered office of our company if the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. The same applies if the customer does not have a general place of jurisdiction in Germany or if the registered office or usual place of residence is not known at the time the action is brought.
- Should individual provisions of the contract with the customer, including these terms and conditions of sale and delivery, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.