I. General - Scope
1. The offer, the order and the contractual relationship are expressly based on our GTC. Conflicting general terms and conditions of the customer are expressly rejected. They shall only become an integral part of the contract in the event of our express written consent and shall not bind us even if we have not objected to them again in writing after receipt or if we carry out the delivery to the customer without reservation in the knowledge of terms and conditions of the customer which conflict with or deviate from our terms and conditions of sale. Deviations shall therefore only apply if they have been acknowledged by us in writing.
2. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
3. Our General Terms and Conditions of Business shall only apply to businesses within the meaning of Section 310 (1) of the German Civil Code (BGB).
4. Our terms and conditions of sale shall also apply to all future transactions with the customer without the need for an express reference to the GTC.
II. Placing orders - offer documents
1. If the order is qualified as an offer according to § 145 German Civil Code (BGB), we may accept it within 4 weeks.
2. All offers are subject to change.
3. Orders as well as verbal agreements shall only become binding if and insofar as we confirm them in writing or comply with them by sending the goods and the invoice.
4. We reserve the property rights and copyrights to illustrations, drawings and other documents. This also applies to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties.
III. Prices - Terms of payment
1. Unless otherwise stated in the order confirmation, our prices shall apply "ex works", excluding packaging and shipping; these shall be invoiced separately. For verbal orders where the customer wishes to take the goods away immediately (so-called spontaneous collection), we may charge a reasonable surcharge on the otherwise agreed price.
2. The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
3. Unless otherwise agreed, the purchase price is due for payment within 14 days less 2% discount from the date of invoice or in 30 days from the date of invoice.
4. A payment shall only be deemed to have been made when the amount is at our disposal.
5. Payments will first be offset against the costs incurred, then against the interest and with the surplus against the oldest invoices in each case.
6. The prices are valid for four months from the date of conclusion of the contract. If a delivery period of more than four months has been agreed, we shall be entitled to pass on any cost increases that have occurred during this period for procurement, manufacture, delivery, assembly or the like, including those caused by changes in the law (e.g. increases in value added tax) to the customer by increasing prices to the corresponding level.
7. The customer shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the customer is entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
IV. Transfer of risk - packaging - shipping
1. All shipments travel at the expense and risk of the customer. We accept no responsibility for damage / breakage during transport and any consequences arising therefrom and reject any claims for compensation.
2. Packaging and shipping costs will be charged to the customer at their own expense.
3. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obliged to arrange for disposal of the packaging at their own expense.
4. We shall be released from the obligation to deliver if circumstances beyond our control make it impossible or unacceptably difficult for us to deliver.
V. Default - Withdrawal
1. If the customer does not accept the goods on time, we are entitled to set him a reasonable period of grace, after the expiry of which we will be entitled to dispose of the goods elsewhere or to supply the customer with a reasonably extended period of grace. This shall not affect our rights to withdraw from the contract under the statutory conditions or to claim damages for non-performance.
2. We are entitled to claim damages for non-performance at 20% of the agreed price plus the remuneration for freight costs already incurred and the like as compensation without providing evidence, unless the customer proves that a smaller loss has been incurred. We expressly reserve the right to claim higher actual damages.
3. Permanent operational disruptions due to force majeure or strike entitle us to withdraw from the contract not yet fulfilled.
4. In the event of our default in performance or impossibility of performance for which we are responsible or positive breach of contract for which we are responsible, compensation for damage on demand shall be limited to the cases of
(a) slightly negligent breach of non-essential contractual obligations and
(b) intentional or grossly negligent breach of contractual obligations by vicarious agents (not legal representatives or executive employees) limited to the foreseeable average damage that typically occurs.
5. If the customer is in default of payment, we shall be entitled to demand interest on arrears in the amount of 5% above the base rate p.a.. If we are able to prove a higher damage caused by default, we will be entitled to claim this. In this case, however, the customer shall be entitled to prove that we have suffered a lesser loss as a result of the default in payment.
1. The customer must notify us in writing of any obvious defects which are recognisable upon proper inspection - insofar as such inspection is feasible in the ordinary course of business - within seven days of handover. The purchaser must give written notice of defects, which are not obvious and which are not recognisable on proper inspection within seven days of discovery, at the latest within one year of handover. If the deadline for giving notice of defects is missed, a warranty for the affected defects shall not be taken into consideration.
2. In the event of a defective performance, which also includes the absence of guaranteed features, we are entitled, at our discretion, to rectify the defect or to make a subsequent delivery free of charge.
3. If the rectification or replacement delivery fails, the customer may, at their discretion, demand a reduction or exercise their right to withdraw from the contract.
4. No warranty is given for defects caused by unsuitable or improper use (e.g. by contravention of our product liability instructions), faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, or for the consequences of improper modifications or repair work by the customer or third parties.
1. We shall not be liable for a slightly negligent breach of immaterial contractual obligations.
2. Liability in the cases of:
(a) slightly negligent breach of non-essential contractual obligations and
(b) intentional or grossly negligent breach of contractual obligations by vicarious agents (non-legal representatives or executives) shall be limited to the foreseeable average damage that may typically occur.
3. The mandatory provisions of the Product Liability Act shall remain unaffected.
4. Independent of para. (1) - (3), liability for injury to life, body and health shall remain unaffected by a limitation of liability.
VIII. Retention of Title - Assignment - Confidentiality
1. We reserve ownership of all goods delivered by us until our total claims arising from the business relationship have been paid. This shall also apply if the contractual remuneration for certain deliveries of goods designated by the customer has been paid, as the reserved property serves as security for our balance claim. Upon conclusion of the purchase contract between the customer and us, the customer shall assign to us by way of security the full amount of the claims against its customer to which it is entitled from the sale or on any other legal grounds, including all ancillary rights. If the value of the item delivered under retention of title serving as security exceeds our total claim by more than 20%, we shall be obliged to release securities to this extent at the request of our contractual partner.
2. The customer hereby assigns to us in full any claims arising from the resale or any other legal reason in respect of the goods. We hereby revocably authorise the customer to collect the claims assigned to us for our invoice in their own name. This direct debit authorisation can only be revoked if the customer does not properly fulfil their payment obligations. In the event of access by third parties to the goods, the customer shall point out our ownership and inform us immediately.
3. In the event of conduct by the customer that breaches the contract, in particular default of payment, we shall be entitled to take back the goods or, if necessary, to demand transfer of the claims for return against third parties.
4. The assignment of rights and / or the transfer of the customer's obligations under the contract are not permitted without our written consent.
5. Illustrations, drawings, calculations, samples and models remain our property. Our customer undertakes not to make such items accessible to third parties in any form without our express permission. For each case of culpable violation of the aforementioned obligations, our customer promises us a contractual penalty in the amount of € 5,000 in each individual case. Our right to demand compensation for any damage actually incurred in excess of the contractual penalty shall remain unaffected.
6. The contracting parties mutually undertake to treat all commercial and technical details of which they become aware as a result of the cooperation and which are not in the public domain as business secrets and to maintain absolute confidentiality in respect thereof vis-à-vis third parties. For each instance of culpable infringement of the aforementioned obligations, the contracting parties promise each other a contractual penalty in the amount of € 5,000 in each individual case. The right to demand compensation for any damage actually incurred in excess of the contractual penalty shall remain unaffected.
IX. Property rights
1. If the goods are to be manufactured according to drawings, samples or other information provided by our customer, the customer shall be responsible for ensuring that this does not infringe any third-party rights, in particular patents, utility models, other industrial property rights and copyrights. The customer shall indemnify us against claims by third parties arising from any infringement of such rights. Furthermore, our contractual partner shall bear all costs incurred by us as a result of third parties asserting the infringement of such rights and us defending ourselves against this.
2. If, in the course of our development work, any results, solutions or techniques are created which are in any way patentable, we alone shall be the owner of the resulting property rights, copyrights and rights of use, and we reserve the right to file the corresponding applications for property rights in our own name and on our behalf.
X. Applicable law - Place of performance - Place of jurisdiction
1. The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between us and the customer.
2. The place of jurisdiction is Velbert, provided that the contractual partner is a registered trader, a legal entity under public law or a special fund under public law.
3. The place of performance for delivery and payment is Velbert.
XI. Other provisions
1. No amendments or additions to this contract have been made.
2. No verbal side agreements were made.
3. If any provision in these Terms and Conditions or any provision under any other agreement is or becomes invalid, the validity of all other provisions or agreements shall not be affected thereby.