(1) These terms and conditions of purchase shall only apply toward merchants,
governmental entities, or special governmental estates in the meaning of § 310 para
1 BGB (German Civil Code). We shall not accept any conditions of
the customer, which conflict with or deviate from our General
Terms and Conditions of Sale, unless we had expressly agreed their validity in writing.
The sales terms herein also apply to all prospective
transactions between Seller and Customer provided they are a
matter of related legal transactions.
(1) Insofar as the order constitutes an offer within the meaning of
§ 145 BGB (German Civil Code) we are entitled to accept the offer
within two weeks.
(2) Orders only become binding if they are confirmed by us in written
form, amendments, deviations or subsidiary agreements are subject
to ourwritten confirmation as well, otherwise they will not be effective.
We will retain all
rights of ownership
and copyright with regard to any and all documentation transferred by us to the
Purchaser in connection with placement of an order, e.g. calculations, drawings
etc. Said documentation must not be made accessible to third parties unless we
give the Purchaser our express written con-sent. Insofar as we do not accept an
offer (order) from the Purchaser within the deadline set forth in Article 2,
said documentation must be promptly returned to us.
Prices and payment
(1) Unless otherwise agreed in writing,
our prices shall be valid “ex works”, excluding packaging and excluding the
legally mandated rate of VAT. The cost of special packaging for the customer
shall be invoiced separately.
(2) Payment of the purchase price must
be made exclusively to the bank account specified on the corresponding invoice.
No deductions or discounts shall be granted unless agreed in writing or in case
of the requirement mentioned in clause 3.
(3) Unless otherwise agreed, the
purchase price shall be due within 14 days from date of invoice (2% Discount),
30 days from date of invoice net.
(4) Overdue payments shall be subject to
penalty interest in the amount of 8 % per annum over the prevailing key lending
rate (discount rate). We reserve the right to assert claims for additional
damages resulting from payment delay/default.
(5) If no fixed price agreement was
reached, appropriate price changes due to changes in wages, materials and
distribution costs for supplies, which are made three months or later after the
contract is concluded, are reserved.
(6) In case purchaser is in default concerning
payments connected to the business relationship or in cases where knowledge of
solvency problems reaches the seller or where the buyer is in default of
payment, the seller retains the right to require immediate payment of all
outstanding invoices, we reserve the right to return bills of exchange and checks.
We are entitled to postpone the performance of all contracts concluded and to
refuse the fulfillment of contracts not yet performed and additionally claim
damages or withdraw...
Right of offset and retention
The purchaser shall
be entitled to
assert the right of retention only insofar as his counterclaims are undisputed
and have been affirmed in a court of law. The Purchaser shall be entitled to
assert the right of retention only insofar as his counterclaim arises from the
same contractual relationship.
(1) The delivery time stated in our
order confirmation commences on the date of the order confirmation, the delivery
times given are dependent on the customer meeting his/her obligations in a
punctual and proper manner. The objection of the non-fulfilled contract remains
(2) We shall be entitled to deliver by installments.
(3) If the purchaser is in default for
acceptance or if he violates other duties of cooperation, then we are authorized
to claim the damage incurred by us, including possible additional expenses. The
right to assert additional claims shall remain reserved. The hazard of loss by
accident or accidental deterioration of the object of sale shall transfer to
the purchaser at the point in time he defaults in taking delivery or is mora
(4) If dispatch is postponed at the customer's request
shall charge him with storage costs starting one month after we have informed
him that the goods are ready for dispatch. If they are stored in our works this
shall be 50 percent of the invoice amount for each month.
(5) For the remainder, in case of a non-intentionally or non-gross-negligently
caused supply default we are liable to pay a flat rate default compensation
of 3% of the value of the delivery for each completed week of delay,
however at a maximum of 15% of the value of the delivery.
(6) Further legal claims and rights of the customer remain reserved.
Dispatching and risk transfer
If the goods are
dispatched to the customer at his request, the risk of
accidental perishing or accidental deterioration of the goods is transferred to
the customer at the time of dispatch to the customer, however at the latest
when the goods are leaving the factory/warehouse. This applies regardless
whether the dispatch of the goods occurs from the place of performance or who
bears the costs of freight.
Reservation of Title
(1) We reserve the title to the supplied
object up to the receipt of all payments from the business relationship with
the customer. In case of conduct contrary to the agreement by the customer,
especially in case of default of payment, we are entitled to take back the
object of sale; these conditions are valid also for all future deliveries.
(2) The purchaser is obligated to treat
the purchase goods with care; he is especially obligated to sufficiently insure
the object of sale against theft-, fire- and water damage at new value at this
own expense. The customer has to perform any required maintenance- and
inspection works in a timely manner at his expense. In the event of levy of
execution or other intervention by third parties the customer has to notify us
in writing immediately so we can assert claim in accordance with § 771 ZPO
(Code of Civil Procedure). If the third party is not able to reimburse us with
the court and out-of-court costs of a claim in accordance with § 771 ZPO (Code
of Civil Procedure), the customer is liable for the loss incurred by us.
(3) The treatment and processing or
alteration of the object of sale occurs always on behalf and by order of us. In
this case the contingent right of the customer to the object of sale continues
to apply to the altered product. If the object of sale was processed with other
objects not belonging to us, we acquire the co-ownership to the new object in
the ratio of the value of our object of sale. The same applies for the object
created by the processing as for the object of sale supplied under reservation.
The same applies in case of amalgamation. If the amalgamation occurs in a
manner, whereby the object of the customer is to be considered as the main
part, it is agreed that the customer assigns to us proportional co-ownership
and holds for us the thus created sole- or common ownership. To guarantee our
claims against the customer, the customer will also assign such claims to us in
respect to any third party, if the reserved goods are incorporated in real
estate property; we now accept this assignation.
(4) The purchaser is obliged to notify us immediately of
access by third parties to goods supplied with retention of ownership or in
case of any other impairment of our security interest specifying the information
requiring the intervention. Any costs arising there from must be paid by the
(5) We oblige to release the collateral
due to us upon request of the purchaser to such an extent as the value of our
collateral exceeds the claims to be secured by more than 20 %.
warranty, recourse and
limitation of liability
(1) Warranty claims of the customer are
conditional on proper fulfillment of his obligations to inspect and complain as
owed under §377 HGB (German Trade Code).
(2) Claims on the basis of defects as to
quality (material defects) shall become statute-barred 12 months after delivery
of our goods to our Customer. This provision
shall not apply where longer periods are prescribed by law according to Sec.
438 para. 1 No. 2 (buildings and things used for a building), Sec. 479 para. 1
(right of recourse), and Sec. 634a para. 1 No. 2 (defects of a building) German
Civil Code (BGB). Our consent must be obtained before any goods are returned.
(3) In the event of a defect to goods
delivered already existing at the time of transfer of risk, notwithstanding all
exercised care, Seller shall, upon its choice repair or replace goods subject
to duly notice of defects. We must always be given the opportunity to render
subsequent performance within a reasonable time. Contribution claims shall be
deemed unaffected without restriction of aforesaid terms.
(4) Should the subsequent remedy fail,
then the buyer can irrespective of any damage compensation claims withdraw from
the contract or diminish the remuneration.
(5) Claims on the grounds of defects are
excluded in the case of only insignificant deviation from the agreed
characteristics, or only insignificant impairment of the usability, or natural
wear and tear, or for damage arising after the passage of risk caused by
erroneous or careless handling, excessive stress, unsuitable operating
substance, or which arise due to exceptional external influences not
presupposed according to the contract.
(6) The Purchaser shall have no claim
with respect to expenses incurred in the course of supplementary performance,
including costs of travel and transport, labour, and material, to the extent
that expenses are increased because the subject-matter of the Supplies was
subsequently brought to another location than the Purchaser's branch office,
unless doing so complies with the intended use of the Supplies.
(7) The purchaser shall only hold
statutory recourse claims against us to the extent that said purchaser has not
made an agreement with his customer that goes beyond statutory defect and
damages claims. As for the extent of the claim of the customer against the
supplier as a result of the right of recourse paragraph 6 shall be applicable
(1) For the business relations and the
whole complete legal relations between the parties exclusively the law of the
Federal Republic of Germany applies excluding the UN-purchase law (CISG).
(2) Place of fulfillment and exclusive
jurisdiction for all possible disputes shall be Seller's business location, unless
otherwise stated in confirmation of order.
(3) All agreements made between parties
for the purpose of execution of contract shall be deemed recorded in this
contract in writing.
(4) Should a regulation of this contract
be incomplete or invalid or should there be a gap in this contract, it doesn't
affect the validity of the remaining paragraphs. In the place of the invalid or
unenforceable provision or to fill the loophole, a reasonable provision shall
apply which insofar as legally possible comes closest to fulfilling the
original intention of the parties to the contract had they considered this
point upon conclusion of the contract.