Sect. 1 General Provisions
1. All specifications about the suitability, processing or application of our products, any technical advice and other information – also in our technical specifications or in the instruction leaflets enclosed with the products – are given to the best of our knowledge and with the care of a prudent businessman. However, they do not liberate the Purchaser from carrying out his own examinations and tests. In particular, all information provided by us verbally or in offers, brochures and on our website regarding the suitability, processing or application of our products as well as technical or other information are roughly authoritative. They only identify the subject matter of the contract and only represent an assurance of properties if expressly confirmed or marked as a warranty in writing.
2. The scope of the deliveries or services (hereinafter referred to as: “deliveries”) shall be determined by the written declarations of both parties. However, the general terms and conditions of the Purchaser shall only apply insofar as the Supplier or Service Provider (hereinafter referred to as: “Supplier”) has expressly agreed to them in writing.
3. The Supplier reserves the unrestricted right of exploitation of its property rights and copyrights to quotations, drawings and other documents (hereinafter referred to as: “documents”). With the Supplier’s prior consent, the documents may be made accessible to third parties and they shall be returned to the Supplier immediately upon request if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to documents of the Purchaser; these may, however, be made accessible to third parties to whom the Supplier has permissibly transferred supplies.
4. The goods are delivered in the specified designs, packaging units respectively the minimum quantities. If the minimum quantity fits in one packaging unit, only one or more packaging units can be delivered, but not parts of a packaging unit. Partial deliveries are permissible, as far as they are reasonable for the Purchaser.
5. We reserve the right to make technical changes in the interest of technical progress. Deviations in structure and colour are reserved, as far as they lie in the nature of the material used and are customary in trade.
6. We would like to point out that we store and process the personal data of the Purchaser, which come to our notice in connection with the business contact, in accordance with the General Data Protection Regulation (GDPR).
7. These General Terms and Conditions shall also apply to subsequent orders and to deliveries of spare parts without the need to refer to them again.
Sect. 2 Pricing, Terms of Payment
1. Unless otherwise agreed in writing, our prices are quoted ex works Weinstadt, plus VAT at the current rate, excluding packaging, loading, shipment and any transport insurance. Packaging costs will be invoiced separately.
2. The prices in our sales documents are quoted in Euro. They refer to the article shown in each case according to the description, but not to contents, accessories or decoration.
3. The prices quoted are only valid for the period of validity of the respective sales document. Decisive is whether the sales contract is concluded within this period of validity.
Sect. 3 Payment
1. Payment of the purchase price must be made exclusively to one of the accounts mentioned by us. The deduction of a discount is only permissible with a special written agreement.
2. Unless otherwise agreed, the purchase price is due immediately without any deduction. If nothing else is agreed upon, dispatch only takes place against payment in advance or cash on delivery.
3. Default interests shall be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to assert a higher damage due to delay.
4. Depending on the result of a credit check, we reserve the right to decide whether to execute the order or not.
5. If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to ongoing wage, material and distribution costs for deliveries that take place 3 months or more after conclusion of the contract.
Sect. 4 Offsetting and Retention
The Purchaser is only entitled to this right if his counterclaims are legally binding or undisputed. To exercise a right of retention, the Purchaser is only entitled as far as his counterclaim is based on the same contractual relationship
Sect. 5 Deadlines for Deliveries; Delay
1. The observance of deadlines for deliveries presupposes the timely receipt of all documents to be supplied by the Purchaser, necessary permits and releases, especially concerning plans, as well as the observance of the agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.
2. If non-compliance with the deadlines is due to force majeure, e.g. mobilisation, war, riot or similar events, e.g. strike or lockout, the time limits shall be extended accordingly.
3. Both damage claims by the Purchaser due to delayed delivery as well as damage claims in lieu of performance shall be excluded in all cases of delayed delivery, even after expiry of any deadline for delivery set to the Supplier. This shall not apply if liability is mandatory in cases of intent, gross negligence or injury to life, body or health. The Purchaser may only withdraw from the contract within the framework of legal provisions if the Supplier is responsible for the delay in delivery. A change in the burden of proof to the detriment of the Purchaser is not associated with the foregoing provisions.
4. At the Supplier’s request, the Purchaser shall be obliged to declare within a reasonable period of time whether he withdraws from the contract due to the delay in delivery or insists on delivery.
Sect. 6 Retention of Title
1. The delivery items (reserved goods) remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser from the business relation have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser.
2. During the existence of the reservation of title, the Purchaser is prohibited from pledging or assigning the goods as security, and resale shall only be permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from his customer or makes the reservation that the title shall not pass to the customer until the latter has fulfilled his payment obligations. The Purchaser is obliged to maintain and insure the Supplier’s items at his own expense for the duration of the retention of title.
3. In the event of seizure, confiscation or other dispositions or interventions by third parties, the Purchaser must inform the Supplier immediately.
4. If the Purchaser fails to fulfil its duties, including failure to make payments due, the Supplier shall be entitled to cancel the contract and take back the retained goods in the case of continued failure following expiry of a reasonable time set by the Supplier; the legal provisions that a time limit is not needed remain unaffected. The Purchaser is obliged to surrender the goods.
Sect. 7 Warranty
1. The Purchaser must inspect the delivered goods immediately upon receipt – if reasonable also by means of a test processing – for defects with regard to quality and intended use, otherwise the goods shall be considered to be approved. Legal provisions to give notice of defects according to sect. 377 German Commercial Code (“HGB”) remain unaffected.
2. The Purchaser must notify us in writing of any complaints regarding quantity, measurements and obvious defects within 7 days after receipt of goods at the latest, enclosing samples and stating the number of possibly defective products. With regard to hidden defects, the obligation to notify is one month from delivery. Rejected items may only be returned with our explicit permission. No liability is accepted for damage caused by improper handling.
3. We also assume no liability for electronic products that were already in the Purchaser’s assembly or further processing. These also cannot be replaced free of charge.
4. If there appears a defect, we are entitled to choose between repair or delivery of a new item free from defects. In the event that the repair or new delivery fails twice, the Purchaser is entitled to demand withdrawal or reduction.
5. All articles shown with a unit price are regarded as independent items. Withdrawal or reduction can only be demanded in consideration of this. For equipment older than three months, liability shall in any case be limited to the sales price valid at the time of withdrawal (replacement value), but not exceeding the purchase price.
6. In the event of withdrawal for other reasons, the current sales price is always used as a basis, but not exceeding the sales price from the invoice. Liability for any consequential damage caused by a defect, in particular for loss of profit, is excluded, unless we are guilty of intent or gross negligence. We assume no liability for the correctness of technical data, prices and other offers in manufacturer brochures to which we have not expressly referred. We reserve the right to make technical changes which serve the progress and general improvement of the product or which do not significantly impair its use.
7. When asserting warranty claims, the following points must be observed in particular:
– For processing, delivery note or invoice must be enclosed.
– The rejected goods need to be placed at our disposal with a description of the defect as exact as possible. Damages caused exclusively by improper handling, maintenance or improper return, as well as non-observance of the instruction manual, are not covered by the warranty claims.
– Damages caused by third party interventions are not at our expense and are also not covered by the warranty claims. Damages due to the transport must be reported immediately to the responsible carrier.
8. On sale of used equipment, any warranty is excluded, unless the seller is liable under mandatory law or something else has been agreed.
9. All those parts or services which exhibit a material defect within the limitation period – irrespective of the operating time – shall, at the discretion of the Supplier, be repaired, replaced or provided again free of charge, assuming that the cause of the defect already existed at the passing of risk.
10. Material defect claims are subject to a limitation period of 12 months. This shall not apply where longer periods are prescribed by law according to
sect. 438 para. 1 cl. 2 (buildings and items for buildings), sect. 479 para. 1 (right of recourse) and sect. 634a para. 1 cl. 2 (defects of a building) of the German Civil Code (“BGB”), as well as in cases of injury of life, body or health, or where the Supplier intentionally or grossly negligently fails to fulfil its obligation of fraudulently conceals a defect. The legal provisions on suspension of the statute of limitations, suspension and recommencement of the periods remain unaffected.
11. The Purchaser shall immediately notify the Supplier in writing of any material defects. The Purchaser is obliged to return defective products to the Supplier or to keep them ready for inspection and testing at the Supplier’s discretion.
12. Initially, the Supplier must be given the opportunity for subsequent performance within a reasonable period of time.
13. If the supplementary performance fails, the Purchaser may – without prejudice to any damage claims according to sect.8 – withdraw from the contract or reduce the compensation.
14. There shall be no claims based on defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment or from particular external influences not assumed under the contract, or from non-reproducible software errors. If the Purchaser or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
15. Claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded if the expenses increase because the object of the delivery has subsequently been moved to a location other than the Purchaser’s branch office, unless the move corresponds to its intended use.
16. The Purchaser’s right of recourse against the Supplier pursuant to sect. 478 (recourse of the entrepreneur) of the German Civil Code (“BGB”) shall exist only to the extent that the Purchaser has not concluded any agreements with its customers exceeding the scope of statutory warranty claims. Furthermore, no. 7 above shall apply mutatis mutandis to the extent of the Purchaser’s right of recourse against the Supplier pursuant sect. 478 para. 2 of the German Civil Code (“BGB”).
Sect. 8 Other Damage Claims
1. Claims for damages and reimbursement of expenses on the part of the Purchaser (hereinafter referred to as: “damage claims”), regardless of their legal basis, in particular for breach of duties arising from the contractual obligation and from tortious act, are excluded.
2. This shall not apply in cases of mandatory liability, for example under the German Product Liability Act, in cases of intent, gross negligence, injury of life, body or health, or breach of material contractual obligations. However, the damage claim for the violation of essential contractual obligations is limited to the contract-typical, foreseeable damage, unless there is intent or gross negligence or liability for injury to life, body or health. A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions.
3. Insofar the Purchaser is entitled to damage claims under this section, such claims shall become time-barred upon expiry of the limitation period applicable to material defect claims pursuant to sect. 7 cl. 2. In the case of damage claims under the German Product Liability Act, the legal limitation provisions shall apply.
Sect. 9 Warranty and Product Description
1. Warranties are only effective if they are given in written form.
2. Statements in brochures, offer documents and other printed matter as well as general advertising statements do not constitute an offer to conclude a warranty agreement.
Sect. 10 Place of Jurisdiction and Applicable Law
1. If the Purchaser is a businessman, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the Supplier. However, the Supplier shall also be entitled to bring an action at the Purchaser’s place of business.
2. Legal provisions in connection with this contract shall be governed by German Substantive Law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Sect. 11 Miscellany (AOB)
The contract remains binding in its remaining parts even if individual provisions are legally ineffective. Changes and amendments to this contract must be made in writing. This also applies to changes to this written form clause.
As of June 2020