Conditions
Terms of sale, delivery and payment
A clear language. We want to be a good partner to our business friends and project customers. For this reason, our general terms and conditions are formulated to be as transparent as they are binding. If you have any further inquiries, we will be happy to address them.
§ 1 General Provisions
1) Our written order confirmation based on the order is decisive for the scope, type and time of the delivery or service (hereinafter: delivery). General terms and conditions of the customer only apply insofar as the supplier or service provider (hereinafter: supplier) has expressly agreed to them in writing.
2) The supplier reserves the unrestricted ownership and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made accessible to third parties with the prior consent of the supplier and must be returned to the supplier immediately upon request if the order is not placed with the supplier. Sentences 1 and 2 apply accordingly to the customer's documents; however, these may be made accessible to third parties to whom the supplier has permitted deliveries to be made. Dimensions and weights given in documents are approximate and are only to be regarded as accurate in terms of dimensions and weight if this has been expressly confirmed in writing by the supplier.
3) If the delivery item is software, the customer is entitled to use this software with the agreed performance characteristics in an unchanged form on the agreed devices. However, the customer is prohibited from installing the supplied software more than once and from making copies or using the software on other devices or hardware systems that have not been agreed. An exception to the above provision is the option available to the customer to create a single backup copy.
4) Partial deliveries are permitted if they are reasonable for the customer.
§ 2 Prices and terms of payment
1) The sales prices valid on the day of the supplier's order confirmation shall apply to all business transactions, unless other prices are expressly stated in the supplier's order confirmation.
2) The prices are ex works, excluding packaging, plus the applicable statutory sales tax. For deliveries under €100 net, a small quantity surcharge of €20 will be charged.
3) Regardless of receipt of the goods, payment must be made within 30 days of the invoice date without deduction. If payment is not received within the aforementioned 30-day period from the date of issue of the invoice, the customer is in default without the need for a reminder. From this point in time, the customer is obliged to pay interest in the amount of the respective statutory interest on arrears. The supplier is at liberty to prove and assert a higher damage caused by delay. Payments are to be made free the supplier's paying office.
4) In the event of a delay in payment and/or justified doubts about the solvency or creditworthiness of the customer, the supplier is entitled - without prejudice to other rights - to demand securities or advance payments for outstanding services and to make all claims from the business relationship due immediately. In this case, the supplier is released from any delivery obligation and any other contractual obligations until the advance payment or security has been provided.
5) The purchaser can only offset such claims or exercise rights of retention due to alleged defects that are undisputed or have been legally established.
§ 3 Retention of title
1) The delivery items (reserved goods) remain the property of the supplier until all claims against the customer arising from the business relationship have been settled. If the value of all security rights to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier will release a corresponding part of the security rights at the request of the customer.
2) In the event of breach of contract on the part of the customer, in particular default in payment, the supplier is entitled to reclaim the delivery item; The purchaser is bound to the publishing. The assertion of ownership
reservation as well as the attachment or taking back of the delivery item by the supplier does not count as withdrawal from the contract, unless this has been expressly declared by the supplier. For attachments and other interventions
In third parties, the customer must inform the supplier immediately in writing so that legal action can be taken in accordance with Section 771 of the German Code of Civil Procedure. Insofar as the seizing third party is not in a position to provide the supplier with the judicial or extrajudicial costs of a lawsuit according to § 771 ZPO, the customer is liable for the amount of costs incurred by the supplier in this respect.
3) During the existence of the retention of title, the customer is prohibited from pledging or assignment as security. However, the customer is entitled to resell the delivery in the ordinary course of business on the condition that he receives payment from his customers or makes the proviso that ownership is only transferred to the customer when the latter has fulfilled his payment obligations towards him. The customer already assigns to the supplier all claims in the amount of the final invoice amount (including sales tax) that accrue to him from the resale of the goods against his buyers or customers or other third parties. The above applies regardless of whether the delivery item was sold before or after processing. The customer is authorized to collect these claims even after the assignment has now taken place. The supplier's authority to collect the claim himself remains unaffected by this; the supplier undertakes, however, to pay the claim himself only then
to collect if the customer has not properly met his payment obligations and he is in default of payment. In this case, the customer is obliged to inform the supplier of the assigned claims and their debtors, to provide all information required for collection, to hand over the relevant documents and to inform the debtor (third party) of the assignment.
4) The processing or transformation of the delivery item by the customer is always carried out for the supplier. If the delivery item is processed with other items that do not belong to the supplier, the supplier acquires co-ownership of the new item in relation to the value of the delivery item to the other processed items at the time of processing. The same applies to the item created through processing as to the reserved goods. If the delivery item is inseparably mixed with other items that do not belong to the supplier, the supplier acquires co-ownership of the new item in proportion to the value of the delivery item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to the supplier. The customer keeps sole ownership or co-ownership for the supplier.
5) The customer also assigns to the supplier the claim for security that accrues to him from the connection of the delivery item with a property against a third party.
6) In the event of breaches of duty by the customer, in particular default in payment, the supplier is entitled to withdraw and take back the goods after a reasonable period of time for the customer has expired without success; the statutory provisions on the dispensability of setting a deadline remain unaffected. The purchaser is bound to the publishing.
§ 4 Installation and assembly
1) Has the supplier taken over the installation or assembly and is not if something else is agreed, the purchaser shall bear all necessary ancillary costs such as travel expenses, costs for the transport of hand tools and personal luggage as well as allowances in addition to the agreed remuneration. Unless otherwise agreed in writing, the following provisions apply to installation and assembly:
2) The customer must take over at his own expense and provide in good time:
a) all earthwork, construction and other non-sector ancillary work including the required skilled and unskilled workers, building materials and tools,
b) the items and materials required for assembly and commissioning, such as scaffolding, lifting tools and other devices, fuel and lubricants,
c) energy and water at the point of use including connections, heating and lighting,
d) at the assembly site for the storage of machine parts, apparatus, materials, tools, etc., sufficiently large, suitable, dry and lockable rooms and appropriate work and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; Otherwise, the customer must take the measures to protect the property of the supplier and the assembly personnel on the construction site, which he
would take protection of his own property,
e) Protective clothing and protective devices that are required due to special circumstances at the assembly site.
3) Before the start of the assembly work, the customer must provide the necessary information about the location of concealed power, gas, water lines or similar systems as well as the necessary static information without being asked.
4) Before the start of installation or assembly, the supplies and objects required for the work to start must be available at the installation or assembly site and all preparatory work must have progressed so far before the start of assembly that the installation or assembly has started as agreed and carried out without interruption can be. Access routes and the installation or assembly site must be leveled and cleared.
5) If installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer must bear the costs for waiting time and additional travel required by the supplier or the assembly personnel to a reasonable extent.
6) The customer must immediately certify to the supplier the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning.
7) If the supplier requests acceptance of the delivery after completion, the customer must do so within two weeks. If this does not happen, acceptance is deemed to have taken place. Acceptance is also deemed to have taken place if the delivery has been put into use – possibly after the end of an agreed test phase.
Section 5 Passing of Risk
1) The risk passes to the customer even in the case of carriage paid delivery when the goods have been dispatched or collected. At the request and expense of the customer, deliveries will be made by the supplier against the usual transport
risks insured.
2) In the case of deliveries with installation or assembly, the risk passes to the customer on the day of acceptance at the supplier's premises or, if agreed, after a flawless trial run at the supplier's premises.
3) If the shipment or delivery is delayed for a reason for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk is transferred to the customer.
4) If the goods are taken back by the supplier for reasons for which he is not responsible, the customer bears the risk of accidental deterioration or loss of the goods until they are received by the supplier
himself. The costs associated with the return delivery are borne by the customer.
§ 6 Deadlines for deliveries; default; impossibility
1) Adherence to deadlines for deliveries presupposes the timely receipt of all documents to be supplied by the customer, necessary approvals and releases, in particular of plans, as well as compliance with the agreed
terms of payment and other obligations on the part of the customer. If these requirements are not met in good time, the deadlines are extended appropriately; this does not apply if the supplier is responsible for the delay.
2) The delivery or, if applicable, installation or assembly takes place after any necessary technical clarification on the dates specified in the order confirmation. All appointment commitments are subject to change
refer to delivery ex works. If a delivery period has been agreed, this will be extended if the delivery is delayed for reasons for which the supplier is not responsible. This is particularly the case with delays in delivery
of the pre-supplier. If non-compliance with the deadline is due to force majeure, e.g. B. mobilization, war, riot or similar events, z. B. strike, lockout, the deadlines are also extended appropriately.
An agreed delivery period begins at the earliest with the receipt of the order confirmation by the customer.
3) If the supplier is in default of delivery for reasons for which he is responsible or if the service becomes impossible for reasons for which the supplier is responsible, the customer has the right to withdraw from the contract after setting a reasonable grace period. In this respect, the customer is obliged, at the request of the supplier, to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or whether he will
further delivery exists. Further claims for damages by the customer (because of delay in delivery as well as claims for damages in lieu of performance) are excluded in all cases of further delayed delivery, even after the expiry of a deadline for subsequent delivery that may have been set for the supplier. This does not apply if liability is mandatory in cases of intent, gross negligence or due to injury to life, limb or health.
4) If the delivery or - insofar as owed in accordance with the order - the installation, assembly or commissioning of the system is delayed due to circumstances for which the customer is responsible, the customer is obliged to notify the supplier
reimbursement of all costs for waiting time and necessary travel of vicarious agents. If dispatch or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the customer,
the customer shall be charged storage fees of 0.5% of the price of the items of the delivery for each month started, but no more than a total of 5%. The contracting parties are free to provide evidence of higher or lower storage costs.
5) The customer may not refuse to accept deliveries due to minor defects.
6) If the customer refuses to accept the delivery for a reason for which he is responsible, or if the delivery is not carried out for a reason for which the customer is responsible, the supplier has the right to withdraw from the contract and is entitled to compensation Craving. The supplier is entitled to claim damages of 20% of the order value or the corresponding part. Both contracting parties are free to prove higher or lower damage.
§ 7 Returns
1) Delivered goods will only be taken back if there is a warranty claim and with the prior consent of the supplier. Return deliveries by the customer must therefore always be accompanied by a return delivery
be provided with a number. The return of goods that are not in their original packaging is excluded. Credits can only be made up to a maximum of 80% of the respective sales prices.
2) Delivered goods that are manufactured in deviation from the standard version are considered to be custom-made.
3) The return of custom-made products as well as painted, anodised, engraved and non-reusable delivery items is excluded.
§ 8 Material Defects and Liability
The supplier is liable for material defects as follows:
1) All those parts or services that show a material defect within the limitation period - regardless of the operating time - are to be repaired free of charge, delivered anew or provided again at the Supplier's discretion, provided the cause of this was already present at the time of the transfer of risk.
2) Claims for material defects become statute-barred 12 months after the transfer of risk, to the extent permitted by law. This does not apply insofar as the law prescribes longer periods in accordance with §§ 438 Paragraph 1 No. 2 (buildings and items for buildings), 479 Paragraph 1 (right of recourse) and 634 a) Paragraph 1 No. 2 (construction defects) BGB and in cases injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by the supplier and in the event of fraudulent concealment of a defect. The limitation period of 12 months is also excluded in cases in which the law prescribes a longer limitation period. The legal regulations on suspension of expiry, suspension and restart of the periods remain unaffected.
3) The purchaser must report material defects to the supplier in writing without delay. The supplier must be given the opportunity to remedy the defect within a reasonable period of time. If the supplementary performance fails, the customer can
any claims for damages according to the following provision of § 9 withdraw from the contract or reduce the remuneration. In the event of notification of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer can only withhold payments if a notice of defects is asserted, the justification of which can be beyond doubt. If the notice of defects is unjustified, the supplier is entitled to demand reimbursement of the expenses incurred by the customer.
4) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage which, according to the
transfer as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or due to special external influences,
which are not required under the contract and in the case of non-reproducible software errors. If the customer or third parties make improper changes or repair work, there are no claims for defects for these and the resulting consequences.
5) Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the
The object of the delivery was subsequently taken to a place other than the customer's branch, unless the movement corresponds to its intended use.
6) Recourse claims of the customer against the supplier according to § 478 BGB (recourse of the entrepreneur) only exist insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects. For the extent of the customer's right of recourse against the supplier in accordance with § 478 paragraph 2 of the German Civil Code, the above serial No. 5) also applies accordingly.
7) For the rest, the following § 9 applies to claims for damages. Claims of the customer against the supplier and his vicarious agents that go beyond or differ from the previously regulated ones due to a material defect are excluded.
8) In the event of defects in title, the aforementioned provisions of Section 8 shall apply accordingly.
§ 9 Other claims for damages
1) Claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages), regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship and tort
action are excluded. This does not apply if liability is mandatory, e.g. B. according to the Product Liability Act, in cases of intent, gross negligence, due to injury to life, limb or health,
due to the violation of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage that is typical for the contract, unless intent or
gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
2) Insofar as the customer is entitled to claims for damages according to Section 1), these shall become statute-barred upon expiry of the statute of limitations applicable to claims for material defects. Reference is made to the provision of Section 8 No. 2). At Scha-
The statutory statute of limitations applies to claims for compensation under the Product Liability Act.
§ 10 Value Added Tax
VAT is not included in the above payment obligations; it will be invoiced separately in accordance with the applicable statutory provisions.
Section 11 Written form
Amendments and supplements to the contract must be in writing. Verbal agreements are only effective if confirmed in writing by the supplier.
Section 12 Place of Jurisdiction; Portability and Applicable Law
1) If the prerequisites for a place of jurisdiction agreement according to § 38 ZPO are met, Münster (Westphalia) is agreed as the place of jurisdiction for all current and future claims from the business relationship, including bills of exchange and checks. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or usual place of residence abroad after the conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed. However, the supplier is also entitled to sue at the customer's registered office.
2) The customer agrees that another company can enter into the contract for the supplier instead.
3) German substantive law applies to the legal relationships in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 13 Severability Clause
Should one of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions.
Status: July 2018