(1) These General Terms and Conditions of Sale (“GTC”) apply exclusively to the purchase contract. Other terms and conditions shall not become part of the contract, even if we do not expressly object to them. These GTC shall also apply if we, in the knowledge of conflicting or deviating terms and conditions of the buyer, execute deliveries or services to the buyer without reservation.
(2) These GTC shall apply only vis-à-vis entrepreneurs, legal entities under public law and special funds under public law.
(3) The buyer shall only be entitled to rights of set-off and retention if the counterclaim is undisputed as to basis and amount or has been established by a final and binding judgment.
(4) Our sales representatives are only authorised to make commitments in writing. Oral agreements must therefore be confirmed in writing in order to be valid.
(5) The place of performance for all deliveries and services of the parties shall be our registered office.
(6) The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(7) For all disputes arising out of or in connection with this contract, the courts at our registered office shall have exclusive jurisdiction. This shall also apply to claims in tort. We shall, however, be entitled to bring an action before the courts at the buyer’s general place of jurisdiction.
(8) Should individual provisions of the contract be invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby.
(1) Our offers are non-binding unless expressly stated otherwise in writing in the offer.
(2) The buyer is bound by its order for a period of 2 weeks. This period shall commence on the day on which we receive the order. We are entitled to accept the order within this 2-week period either by sending an order confirmation or by delivering the goods.
(3) The scope of delivery shall be determined by our written order confirmation, unless the ordered goods are delivered without an order confirmation.
(1) Our prices are ex works and plus the applicable statutory value added tax. Shipping costs are not included in the price information unless otherwise agreed in writing.
(2) We reserve the right, in the case of contracts with an agreed delivery time of more than 4 months, to increase the list prices in line with cost increases that have occurred (in particular increases in material or personnel costs). We will provide evidence of such cost increases to the buyer upon request.
(3) Our invoices are due and payable within 33 days from the invoice date (30 days payment term + 3 days for postal delivery). Deductions (discounts, cash discounts, etc.) may only be made if expressly agreed in writing.
(4) Even if the buyer specifies otherwise, we are entitled to apply payments first to the buyer’s older debts. If costs and interest have already been incurred, we may apply payments first to the costs, then to the interest and lastly to the principal claim.
(1) Delivery dates or delivery periods are only binding if we have previously confirmed them in writing.
(2) In the event of a delay in delivery, the buyer may grant us a reasonable grace period and, after unsuccessful expiry of such period, withdraw from the contract. Claims for damages due to delay in delivery or non-performance are excluded in the event of slight negligence on our part or on the part of our vicarious agents.
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. The risk shall pass to the buyer upon handover of the goods to the buyer or to a carrier commissioned by the buyer or by us. If, upon delivery, the carrier does not receive unloading instructions from the buyer, the carrier is entitled to unload the goods at an appropriate location.
(2) Transport packaging and all other packaging will not be taken back, with the exception of pallets.
(3) If the buyer so requests, we will insure the shipment against transport risks. The costs incurred in this connection shall be borne by the buyer.
(1) The buyer’s rights in respect of material and legal defects shall be governed by the statutory provisions on contracts of sale (§§ 434 et seq. BGB – German Civil Code).
(2) § 377 of the German Commercial Code (HGB) shall apply with the proviso that obvious defects must be notified within 2 weeks after delivery, and non-obvious defects within 2 weeks after delivery and discovery by the buyer. The notification must be made in writing in order to be effective.
(3) The buyer’s rights in respect of defects shall become time-barred within 24 months, beginning with the delivery of the goods.
We shall be liable without limitation for damage caused intentionally or by gross negligence by us, our legal representatives or vicarious agents, as well as in cases in which liability for personal injury or damage to property used privately is mandatory under the German Product Liability Act. We shall also be liable without limitation for damage arising from injury to life, body or health caused by us, our legal representatives or vicarious agents.
In all other cases of negligence, we shall only be liable for the breach of essential contractual obligations. In such cases, the amount of damages shall be limited to what was reasonably foreseeable.
(1) The delivered goods shall remain our property until the purchase price has been paid in full and all claims arising from the mutual business relationship have been fully settled. After our withdrawal from the contract, the buyer is obliged to return the goods subject to retention of title to us. We are entitled to realise the goods and to set off the proceeds against the buyer’s liabilities.
(2) The buyer is obliged to handle the goods with due care. In particular, the buyer must insure the goods adequately and at its own expense against fire, water and theft. Where maintenance and inspection work is required, the buyer must carry this out in due time at its own expense.
(3) The buyer is prohibited from pledging the goods subject to retention of title to third parties or assigning them as security. In the event of seizure or other impairment of our rights by third parties, the buyer must expressly point out the retention of title and notify us immediately in writing.
(4) The buyer may resell the goods in the ordinary course of business. However, the buyer hereby assigns to us, in the amount of the final invoice amount, all claims arising to it against its customers from the resale, irrespective of whether the goods subject to retention of title were resold without or after processing. The buyer shall remain authorised to collect these claims even after the assignment. Our authority to collect the claims ourselves shall remain unaffected. However, we undertake not to collect the claims as long as the buyer is not in default of payment and no application has been made to open insolvency proceedings over the buyer’s assets. In these two cases, the buyer is obliged to specify the assigned claims to us, to provide us with the names and addresses of the debtors and to give us all information required for collection.
(5) Any processing or transformation of the goods by the buyer shall always be carried out on our behalf. If the goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item.
(6) The buyer also assigns to us, as security, any claims arising against a third party from the combination of the goods with a piece of real estate.
(7) We undertake, at the buyer’s request, to release the securities granted to us to the extent that the realisable value of such securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.
Should any provision of the contract be or become invalid or unenforceable after conclusion of the contract, the validity of the remainder of the contract shall not be affected. In place of the invalid or unenforceable provision, the valid and enforceable provision shall be deemed agreed which comes closest to the economic intent which the parties pursued with the invalid or unenforceable provision.
The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.