AGB / general terms and conditions
1. General - Scope
(1) Our conditions of sale are exclusive; we do not acknowledge terms of the customer that conflict with, or deviate from, our conditions of sale unless we have expressly agreed to their validity in writing. Our conditions of sale maintain their validity even when we unconditionally perform delivery to a customer, knowing that terms of the customer conflict with, or deviate from, our conditions of sale.
(2) All agreements made between us and the customer on the performance of this contract are stated in writing in this contract.
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2. Quotations - Quotation documents
(1) We reserve our ownership and copyright rights for all illustrations, drawings, calculations and other documents. This is also valid for written documents that we designate “confidential”. The customer is not permitted to pass these to third parties without our express written consent.
(2) Quotations submitted by us are not binding, unless otherwise stated in the confirmation of order.
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3. Prices - Terms of payment
(1) Unless otherwise stated in our confirmation of order, our prices are Ex Works.
(2) We reserve the right to correspondingly change our prices should cost reductions or increases occur after the closing of the contract, particularly when these result from wage settlements or changes in the prices of materials. We will furnish proof of such changes on the demand of the customer.
(3) Value added tax is not included in our prices; it will be separately shown in the invoice at the currently valid rate on the day of invoicing.
(4) Deduction of a cash discount requires our special written consent.
(5) Unless otherwise stated in our confirmation of order, the net purchase price (without deduction) is due for payment within 15 days from the date of invoice. The legal provisions are valid in the case of arrears.
(6) The customer is only entitled to set-off rights when his or her counterclaims are determined to be legally valid, are undisputed, or are acknowledged by us. In addition, the customer is only entitled to exercise a right of retention if his or her counterclaim is based on the same contractual relationship.
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4. Delivery time
(1) The start of the delivery time stated by us assumes that all technical matters have been clarified.
(2) Our keeping our delivery obligation further assumes that the customer fulfills his or her obligations timely and properly. We reserve the right to plea non-fulfilment of contract independently of the delivery situation.
(3) Should the customer delay acceptance or through his own fault violate other obligations to cooperate, we have the right to demand remuneration for damages thereby incurred, including any additional expenditure. Further claims remain reserved.
(4) Should the circumstances set out in (3) above prevail, then the risk of accidental loss or deterioration of the article being sold is transferred to the customer at the time at which he delays acceptance or is in default of debt.
(5) We are further liable in accordance with legal regulations if delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; our responsibility extends to our representatives and vicarious agents. If delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages is limited to foreseeable, typically occurring damages.
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5. Passage of risk
(1) In case the order confirmation does not state otherwise, delivery “Ex Works” is agreed upon.
(2) At the customer`s wish, the delivery will be covered by a transport insurance at his or her cost.
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6. Responsibility for defects
(1) We warrant that our delivery or service is free of manufacturing defects and shortage of materials. The limitation period for purchasers in actions for breach of warranty shall be six months and begin on the date of delivery, unless otherwise stipulated.
(2) If our operating or maintenance instructions are not observed, if alterations to the deliveries or services are effected, if parts are replaced, or if incidents are used not meeting the original specification, any warranty shall be cancelled.
(3) The purchaser shall give written notice to us about any defect immediately, but within one week on receipt of the delivery or service at the latest. We shall be informed in writing about defects that cannot be discovered even after careful examination within this period of time immediately after detection.
(4) In case of a written notice given by the purchaser about the disagreement of our deliveries or services with the warranty, we will decide to either rectify the defect or deliver a substitute at our expense.
(5) If after an adequate period of time the rectification of defects fails and/or a replacement is impossible or unreasonable, the purchaser can decide to abate the compensation or withdraw from the contract.
(6) The warranty of common wear and tear is excluded.
(7) Warranty claims against us can only be raised by the direct purchaser and cannot be assigned.
(8) The foregoing provisions finally include the warranty of delivery or service and exclude any other warranty claim.
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7. Restriction on liability
(1) Claims for damages for positive infringement of claims, culpa in contrahendo, or in tort against us or any person employed by us in performance of an obligation or any vicarious agent shall be excluded, provided no intentional action or gross negligence is found out or any essential contractual obligation of major services was injured.
(2) This shall also apply to any claim for damages for non-performance, but only insofar as replacement for indirect damages or damages resulting from defects is claimed, unless, the liability is based on a warranty covering the risk of those damages borne by the purchaser. Any liability shall be restricted to the damage foreseeable at the conclusion of the contract. In any case our liability according to the product liability law and any other claim based on product liability shall be unaffected.
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8. Reservation of proprietary rights
(1) The delivered goods (reserved goods) remain the property of the seller until all claims arising from this contract have been paid in full.
The buyer undertakes, as long as the ownership has not yet been transferred to him, to treat the goods subject to retention of title with care and to insure them sufficiently at his own expense against fire, water and theft damage at replacement value.
(2) If the goods are subject to retention of title are seized or exposed to other interventions by third parties, the buyer is obliged, as long as the ownership has not yet been transferred to him, to inform the third party of the ownership rights of the seller and to inform the seller immediately in writing so that the seller can enforce his ownership rights. The Buyer shall be liable to the Seller for any judicial or extrajudicial costs incurred in this connection, if the third party is unable to reimburse the Seller for these costs
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9. Place of jurisdiction - Place of performance
(1) Our place of business is the place of jurisdiction in all transactions between us and businesspeople. We have the right, however, to sue the customer at the court of his own place of residence.
(2) The contract is subject to German Law under exclusion of UN Sales Rights (CISG) and German International Private Law.
(3) Our place of business is the place of performance unless otherwise stated in our confirmation of order.
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