§ 1 Area of validity
These Terms of Sale shall exclusively be valid and apply to companies, legal entities under public law or fund assets under public law within the meaning of § 310 paragr. 1 BGB [German Civil Code]. Terms and conditions of the Ordering Party deviating from our Terms of Sale shall only be accepted upon our prior and explicit given consent in writing. These Terms of Sale shall also apply to all future business transactions with the Ordering Party provided that legal transactions of a related kind are concerned. Especially for orders via the internet store which are valid at the point in time at which they are placed.
§ 2 Offer and conclusion of contract
In the event the order is defined as an offer pursuant to Section 145 of the German Civil Code, we may accept the offer within a two week period. The customer receives a confrimation via email.
§ 3 Documents ceded for use
We reserve all property rights and copyrights for all documents such as calculations, drawings and the like ceded for use in connection with the Ordering Party’s placing of order. These documents must not be made accessible to Third Parties unless the Ordering Party is given our explicit consent in writing. If we do not accept an order as given under § 2, these documents are to be returned to us without delay.
§ 4 Prices and payment
Unless agreed to the contrary in writing, our prices are quoted in their respectively valid amount. The purchase price shall only be paid into the account mentioned overleaf. Any deduction of discounts shall be subject to a special agreement in writing. Unless agreed otherwise, the purchase price is to be paid within eight days from the date of delivery. Interest on payments in arrears shall be charged at a rate of 8 % per annum above the base interest rate. According to orders via the internet store only the modes of payment shown to the customer in the course of the ordering process will be accepted.
§ 5 Compensation and right of retention
The Ordering Party shall only be entitled to the right of compensation if its counterclaims have been determined without further legal recourse or if these are uncontested. The Ordering Party shall only be entitled to exercise its right of retention if its counterclaim is based on the same contractual relationship.
§ 6 Delivery and shipping costs
Delivery is made at the mailing expenses indicated in the individual case. The commencement of the delivery time stipulated by us shall be subject to a timely and proper fulfillment of the Ordering Party’s duties. We reserve the right to objections due to nonperformance of the contract.
If the Ordering Party fails to take delivery or if it culpably violates other duties to cooperate, we shall be entitled to claim damages for the damage caused including all possible additional expenses. We reserve the right to any additional claims. Provided that all above mentioned conditions are fulfilled, the risk of accidential destruction or accidential deterioration of the purchased item shall be transferred to the Ordering Party at that point in time when the Ordering Party failed to take delivery or failed to tender delivery by the agreed date.
In cases of delays in delivery which we have neither caused intentionally nor grossly negligently, we shall only be liable for each completed week of delay within an overall compensation for default amounting to 3 % of the delivery value, which, however, shall not exceed 15 % of the delivery value.
Any further legal claims and rights of the purchaser due to delayed delivery remain unaffected.
§ 7 Passing of risk during shipment
If the goods are sent to the Ordering Party upon its request, the risk of accidential destruction or accidential deterioration of the goods shall pass to the Ordering Party when the goods are dispatched or at the latest when the goods leave our works/warehouse. This shall apply regardless of whether the goods are dispatched from the place of performance or who pays the freight costs.
§ 8 Retention of title
We shall reserve the right to property of the delivered item until all claims resulting from the contract for delivery have been paid in full. This shall also apply to all future deliveries, even if we do not explicitly refer to them. We are entitled to take back the purchased item if the Ordering Party acts contrary to the contract. The Ordering Party shall be obliged to treat the purchased item with care as long as the item has not been transferred into its ownership. In particular for goods of high quality, the Ordering Party shall be obliged to adequately insure the purchased item at its own expense against theft, fire damage or water damage at its replacement value. If maintenance or inspection work is to be carried out, the Ordering Party must carry out this work at its own expense and in due time. As long as ownership has not been transferred, the Ordering Party must immediately inform us in writing if the delivered item is subject to an attachment of property or is exposed to other interventions of Third Parties. If this Third Party is not able to reimburse our judicial and extra-judicial costs resulting from a legal action pursuant to § 771 ZPO [German Code of Civil Procedure] the Ordering Party shall be liable for the incurred loss.
All processing or remodelling work of the purchased item through the Ordering Party shall always be executed on behalf and by order of us. In this case, the Ordering Party’s expectant right to the purchased item shall also apply to the remodelled item. Provided that the purchased item is processed together with other items which do not belong to us, we acquire a co-ownership of the new item in proportion to the objective value of our purchased item compared with all other items at the time of processing. The same shall apply to cases of mixed items. Provided that the mixing is done in such a way that the Ordering Party’s item is considered the main item, it shall be regarded as agreed that the Ordering Party assigns a proportionate co-ownership to us and that it safekeeps this sole ownership or co-ownership for us. For the purpose of securing our claims against the Ordering Party, the Ordering Party also assigns those claims to us which accrue to it due to a connection of the items subject to a retention of title with a property against a Third Party; we already accept this assignment.
We commit ourselves to release all securities which we are entitled to upon the Ordering Party’s request provided that their value exceeds the claims to be secured by more than 20 %.
§ 9 Warranty, notice of defects and recourse / producer recourse
The Ordering Party’s rights to warranty require that the Ordering Party properly meets its obligation to inspect the goods and give notice of a defect pursant to § 377 HGB [German Commercial Code].
Claims based on defects are subject to a period of limitation of 12 months after handing over of the delivered goods to our Ordering Party. All foregoing provisions shall not apply if the German law pursuant to § 438 paragr. 1 no. 2 BGB [German Civil Code] (buildings and building objects), § 479 paragr. 1 BGB [German Civil Code] (right of recourse) and § 634a paragr. 1 BGB [German Civil Code] (construction defects) prescribes longer periods as compulsory. Any return of goods requires our prior consent.
If the delivered goods show a defect despite our utmost care and if this defect already existed at the time of the passing of risk, we will rectify this defect subject to a timely notice of defects at our own option or we will provide replacement goods. We shall always be given the opportunity to supplementary performance within reasonable time. All rights to recourse shall remain unaffected of the foregoing provision without restrictions.
If this supplementary performance fails, the Ordering Party may – without prejudice to claims for damages – withdraw from the contract or reduce the remuneration. Claims based on defects do not exist in cases of merely insignificant deviation from the quality agreed upon, in cases of insignificant impairment of usability, in cases of normal wear and tear such as damage which occurs after the passing of risk due to incorrect or careless handling, excessive utilization, inappropriate equipment, poor construction work, inappropriate building ground or due to special external influences which were not expected according to this contract. If the Ordering Party or Third Parties carry out improper maintenance work or modifications, no right to claims based on defects shall arise from these works or the consequences arising therefrom.
The Ordering Party’s claims as to the required expenses for a supplementary performance, in particular costs for transportation, road maintenance, labour and material are excluded insofar as the expenses increase due to the fact that the goods delivered by us had later been delivered to a place other than the Ordering Party’s place of business unless the transfer corresponds to its intended use.
The Ordering Party’s right to claim recourse against us shall only apply if the Ordering Party has not made agreements with its customer exceeding legally required claims based on defects. Paragr. 6 shall apply accordingly with regard to the Ordering Party’s right to claim recourse against the supplier.
§ 10 Miscellaneous
This contract and all legal relationships of the Parties shall be subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business unless stipulated otherwise in the order confirmation.
All agreements that the parties have reached in order to carry out this contract have been set out in writing in this contract.
Should certain provisions of this contract be ineffective or become ineffective or be incomplete, all other provisions shall remain unaffected thereof.
The parties undertake to replace the ineffective provision or fill the loophole contained within it by agreeing on a legally permissible regulation which comes closest to the commercial purpose of the invalid provision.