§ 1 Scope of application
(1) These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
(2) These conditions of sale also apply to any future business deals with customers, as far as they are related legal deals.
§ 02 Offer and Conclusion of Contract
(1) Orders only become binding in view of kind and amount of delivery from confirmation of order.
(2) As far as an order is regarded as offer according to § 145 Civil Code we can accept it within two weeks.
(3) For the contract the general terms and conditions shall apply exclusively. Other conditions will not
become part of the contract, even if we do not explicitly object.
§ 03 Prices and Payment
(1) If nothing to the contrary was agreed in writing, prices ex work become effective, excluding packaging, plus VAT in the respective valid amount.
(2) Payment of the purchase price has exclusively to be made into the account named overleaf. Deduction of cash discount will only be accepted in case of a special written agreement.
(3) As far as nothing different was agreed, the purchase price is to be paid within 14 days from delivery. Interest payable in arrears are calculated in the amount of 8 % above the respective basic interest rate p.a. We reserve the right to assert a higher damage of arrears.
(4) As far as no fixed prices were agreed, we reserve the right to appropriate price changes because of changed costs for salary, material and sale for delivery which is made 3 months or later from conclusion of contract.
(5) Asking prices are subject to alteration. They are valid not more than 4 weeks from date of offer.
§ 04 Terms of Delivery and Obligation to Purchase
(1) Specified delivery dates are non-binding and represent a general orientation.
If delivery dates have been expressly agreed, we shall endeavor to meet them, but the customer shall only be entitled to withdraw from the contract if the customer has previously set a reasonable grace period and this has expired.
Further claims of the customer, in particular compensation for delay, do not exist.
(2) The customer is obliged to purchase the goods manufactured for him after their completion even if minor defect is assessed.
(3) If the customer does not purchase the goods on date of completion, we reserve the right to store them at the customer’s costs and risk, transferring the risk of decline by chance or destruction by chance to the customer already at that time. In such a case, we are entitled but not obliged to take out a corresponding insurance policy the premium of which has to be paid by the customer.
(4) The supplier accepts liability for every completed week of delay with an estimated lump sum in the amount of 1 % of the value delivered, however not more than 10% of the value delivered, in case of delay in delivery which he did not cause intentionally or gross negligently.
(5) If the customer does not purchase the ordered number of items completely, we are regardless of further rights, entitled to calculate a decrease quantity surcharge.
§ 05 Provision of Material
If materials are delivered by the customer, they have to be delivered at his expense and risk, including an appropriate quantity surcharge, in perfect condition and on time. If the customer does not meet these demands, period of delivery prolongs appropriately. Except for cases where acts of God are involved, the customer has also to cover the additional costs for breaks in production.
§ 06 Packaging, Dispatch, Carrying the Risk
(1) As far as not agreed differently, we choose packaging and kind of dispatch in our estimation.
(2) If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse.
This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
In the event of delays in the dispatch of the goods for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.
§ 07 Reservation of Ownership
(1) We reserve the ownership of the delivered goods until complete payment of all debts according to
the contract of sale is made. This also applies to all future delivery, even if we do not expressly refer to it. Additionally, we are entitled to cancel the object of purchase if the customer acts contrarily to the terms of the contract.
(2) The customer is obliged to treat the goods with care as long as the property has not been transferred to him. As long as the property has not been transferred to him, the customer has immediately to inform us in writing if the delivered object is seized or exposed to any intervention by third parties. If third parties are not able to refund us the court costs or out of court costs of an action according to § 771 ZPO, they will be made liable for the caused loss.
(3) The customer is entitled to resell the goods subject to retention of title in the normal course of business.
The customer hereby assigns to us the customer’s claims from the resale of the reserved goods in the amount of the final invoice amount agreed with the customer (including VAT).
This assignment shall apply irrespective of whether the purchased item has been resold without or after processing.
The customer shall remain authorized to collect the claim even after the assignment.
Our authorization to collect the claim ourselves remains unaffected by this.
However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
(4) The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf.
In this case, the expectant right of the customer to the purchased item shall continue in the transformed item.
If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing.
The same applies in the event of mixing.
If the mixing takes place in such a way that the Purchaser’s item is to be regarded as the main item, it is agreed that the Purchaser shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership in safe custody for us.
In order to secure the Supplier’s claims against the Purchaser, the Purchaser shall also assign to us such claims which accrue to it against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 08 Guarantee and Complaint as well as Support/Manufacturer Recourse
(1) Claims to guarantee by the customer provide that he fulfilled his obligation of inspection and reprimand under § 377 HGB according to the regulations.
(2) Claims because of defects come under the statute of limitations 12 months from delivery of goods to our customer. These regulations are not applicable as far as law stipulates longer periods according to § 438 section 1 number 2 Civil Code (buildings and objects for buildings), § 479 section 1 Civil Code (claim to reverting) and § 634a section 1 Civil Code (construction defect).Before possible return of the goods, approval of it by the supplier is necessary. Improvement without
authorization and improper treatment result in the loss of all claims because of defects.
(3) If the delivered goods are defective regardless taking care at the time of transferring the risk, we will improve the goods or deliver replacement, provided complaint is made within the standard period. We must always have the opportunity to re-fulfillment within an appropriate period. Claims to reverting remain completely untouched by the above regulations.
(4) If the supplementary performance fails, the customer may (without prejudice to any claims for damages) withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, minor color deviations and deviations in material thickness of +/- 10%, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract.
If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
(6) Claims by the customer because of necessary expenditure on re-fulfillment, especially transport, way, costs of work and materials, are excluded, if expenditure rises, because goods delivered by us are delivered to a place different from the customer’s branch later, unless delivery is made according to relevant use.
(7) Customer’s claims to reverting against us can only be made as far as the customer did not agree on terms beyond legally enforceable claims because of defects with the buyer. Furthermore, section 6 applies to the amount of claims to reverting against us.
(8) Any further claims of the customer, in particular for compensation for damages that have not occurred to the delivery item itself, are excluded.
This shall not apply if liability is mandatory in cases of intent, gross negligence or the absence of warranted characteristics.
This exclusion of liability shall not apply to damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by us or one of our legal representatives or vicarious agents.
§ 09 Protective Rights
The customer is liable to us for the freedom of the ordered goods as well as provision with protective
rights by third parties, exempts us from corresponding claims and has to compensate for the resulting damages.
§ 10 Other
(1)This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Tettnang is place of fulfillment, Ravensburg is the exclusive court of jurisdiction for all disputes from this contract unless something different follows from confirmation of order.
(3) All agreements made between the parties to fulfill this contract are written down in this contract.
(4) If single regulations of this contract become ineffective, or involve a loophole, the other regulations remain untouched. The parties bind themselves to replace an ineffective regulation by a legal regulation which fulfils the requirements of economic purpose or which fills the loophole.
(5) The data relating to the conclusion and execution of the contract shall be processed by the Supplier or its affiliated companies in compliance with the statutory provisions.
The address of the respective data recipients will be provided upon request.
§ 11 Data protection
All data being used in coherence of completion and handling of the contract will be handled based on
legal regulation, either by us or by us assigned 3rd party. Per request we will provide you with the assigned 3rd party name.
