1. General, Scope of Application
Our General terms and conditions of sale and delivery apply exclusively; we do not recognize any conditions of the buyer that contradict or deviate from our General terms and conditions of sale and delivery or the statutory provisions unless we have expressly agreed to their validity in writing. Our General terms and conditions of sale and delivery also apply if we unconditionally accept the performance of the buyer or provide our services with knowledge of the buyer’s general terms and conditions that conflict with or deviate from our General terms and conditions of sale and delivery.
2. Offer, Conclusion of Contract and Content of the Contract
- Our offers are subject to change and are non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
- The acceptance of the order of the buyer by us can be declared either in writing (e.g. by order confirmation) or by the delivery of the goods to the buyer.
- Our information on the goods (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data), as well as our representations of the same (e.g. drawings and images), are only approximate unless the usability for the contractually intended purpose requires an exact match. They represent neither quality nor durability guarantees of the goods to be delivered by us.
- Deviations customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible, provided they do not impair the usability for the contractually intended purpose.
- All agreements that are made between us and the buyer for the purpose of executing this contract at the time the contract is concluded are set out in writing in the contract and these General terms and conditions of sale and delivery.
- We reserve all proprietary rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to written documents that are designated as “confidential”. Before passing them on to third parties, the buyer requires our express, written consent.
3. Delivery, Delivery Period, Withdrawal in the Event of Default, Compensation in the Event of Default
- Unless otherwise agreed, delivery will be made to the delivery address specified in our order confirmation, The organization of the transport or the insurance of the goods from the above-mentioned place of delivery is not owned by us, but is the responsibility of the buyer. Although we are not obliged to do so, we are entitled to conclude the freight contract to the destination at the risk and expense of the buyer under the conditions customary in Germany. Even in these cases, however, there is no obligation to take out transport insurance for the benefit of the buyer.
- The transfer of risk takes place with the delivery. This applies even if we conclude the freight contract to the destination at the risk and expense of the buyer pursuant to § 3 para. 1 sentence 3 of these General terms and conditions of sale.
- The start of the delivery time or delivery period specified by us assumes that all technical questions have been clarified. Compliance with our delivery obligation also requires the timely and proper fulfillment of all obligations of the buyer. The objection of the non-performance of the contract remains reserved.
- Agreed delivery periods do not constitute a firm business transaction.
- We are entitled to partial deliveries and partial services within the agreed delivery periods or up to the agreed delivery date, provided this is reasonable for the buyer.
- If the buyer wants changes to the goods after the conclusion of the contract, this will lead to an extension of the delivery period, provided we agree to these changes, which we are not obliged to do. Depending on the order situation, the period of extension can be longer than would be necessary for the mere implementation of the change requests.
- If we cannot meet binding delivery periods or delivery dates for reasons for which we are not responsible (unavailability of the service), we will inform the buyer of this immediately and at the same time notify the expected new delivery period or the new delivery date. If the service is also not available within the new delivery period or on the new delivery date for reasons for which we are not responsible, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the buyer. A case of non-availability of the service in this sense counts in particular if our supplier does not deliver on time if we have concluded a congruent hedging transaction or if neither we nor our supplier are at fault.
- If the buyer is in default of acceptance or if it culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. The right to the enforcement of additional claims is reserved.
- The buyer is only entitled to withdraw from the contract due to late delivery and/or non-delivery if we are in default with the fulfillment of the main obligations incumbent on us or if we have otherwise significantly violated obligations established by the contract and we are responsible for the default or breach of duty. In order to establish the fact of default, a written request to us to perform our service within a reasonable period is always required, without waiving other statutory provisions, even if the time of performance is determined by the calendar. In addition, the statutory provisions apply to the occurrence of default.
4. Prices, Terms of Payment and Default in Payment
- The buyer is obliged to pay the full purchase price without any discount on the date specified in the written order confirmation or, if such is not specified, upon issuing the invoice to the account specified by us free of charges and fees. The receipt of payment on our account is decisive for the timeliness of the payment.
- The statutory regulations apply to default in payment. The applicable statutory default interest rate is to be charged on the purchase price during the default period. We reserve the right to claim further damage caused by default.
- If the buyer does not pay due invoices, exceeds the agreed payment terms or if its financial situation deteriorates after the conclusion of the contract or we receive information after the conclusion of the contract that calls into question the solvency or creditworthiness of the buyer, we are entitled to (a) make the entire remaining debt of the buyer due and, changing the agreements made, to demand advance payment or security deposit, (b) to demand immediate payment of all our claims based on the same legal relationship after delivery has been made
5. The Rights of the Buyer in the Event of Defects
- The goods are defective if they noticeably deviate from the specifications stated in the order confirmation at the time of the transfer of risk. Claims for defects on the part of the buyer presuppose that the buyer has properly complied with its inspection and complaint obligations pursuant.
- The notification must be sent directly to us in writing. It must be drafted so precisely that we can initiate remedial measures without further inquiries to the buyer and secure recourse claims against our sub-suppliers. Otherwise, the complaint must comply with the statutory provisions. Our employees are not entitled to accept notifications of defects or to issue declarations of warranty outside of our business premises.
- If there is a defect in the goods that has been reported in good time, we are entitled, at our discretion, to supplementary performance in the form of a defect removal or to the delivery of a new, defect-free item. The supplementary performance can take place at our premises or at the place where the goods are used. We do not have to assume expenses that arise because the goods are moved to a location other than the branch of the buyer unless the buyer has informed us in writing in its order before the conclusion of the contract that the goods will be at a different location than its place of business and we have expressly consented to this.
- If the supplementary performance fails, the buyer is entitled to withdraw from the contract or to demand a reduction in price after setting a deadline with a threat of rejection and in compliance with the statutory provisions. Remedial work is considered to have failed after the third unsuccessful attempt, in each case with reference to the specific individual defect, unless something else arises from the type of defect or other circumstances.
- Insofar as the buyer has suffered damage due to a lack of goods delivered by us or has made futile expenses, our liability for this is based on negotiation between buyer and seller.
6. Liability for Damage and Expenses
- Our liability for damage or futile expenses, for whatever legal reason, only occurs if the damage or the futile expenses
- are caused by a culpable breach of an obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and compliance with which the buyer may regularly rely (essential contractual obligation) or
- is due to a grossly negligent or wilful breach of duty;
- due to the assumption of a guarantee for the quality of the goods,
- due to fraudulent concealment of a defect,
- for damage resulting from culpable injury to life, limb or the health as well as,
- for damages that are based on a grossly negligent or an intentional breach of duty, liability for damages from the delivery of used goods is excluded.
- Due to the breach of the contractual and/or pre-contractual obligations incumbent on the buyer, we are exclusively obliged to pay damages that are in accordance with the provisions of these sales conditions. Likewise, it is excluded to make personal claims against our institutions, employees, workers, representatives and/or vicarious agents due to the breach of contractual obligations incumbent on us.
