Terms and conditions
1.Preface
a. The following terms and conditions apply to all contracts between us and the buyer concluded contracts for the delivery of goods. They shall also apply to all future business relationships, even if they are not be expressly agreed once again. Deviating conditions of the buyer shall only be valid for us if they have been expressly be acknowledged in writing.
b. Amendments or supplements to these terms and conditions must be confirmed by us in writing. Verbal ancillary agreements have no effect.
c. German law applies exclusively. The validity of UN sales law is excluded.
d. The contract language is German. The German version of these terms and conditions shall apply.
2. Offer, delivery time, delay in delivery
a. Our offers are subject to confirmation and non-binding, unless we have designated them as binding in writing.
b. Delivery dates or periods which have not been expressly agreed as binding are exclusively non-binding information. The observance of delivery periods presupposes own correct and timely self-delivery.
c. If the scheduled delivery period is exceeded, we shall initially be granted a grace period of 2 weeks for delivery. This request must be made in writing. After expiry of this grace period, we can only be put into default with a further written reminder granting a further period of 2 weeks. The periods shall commence in each case upon receipt of the letters.
3. Delivery
a. Delivery is ex works. With the handing over of the goods to the risk shall pass to the buyer, irrespective of who bears the costs of the shipment or who has commissioned or selected the forwarding agent, etc., whether the forwarding agent, freight forwarder or other person or institution designated to carry out the shipment.
b. If dispatch or acceptance of the goods is delayed for reasons which we are not responsible for, the risk shall pass to the purchaser on the day on which the goods are ready for dispatch.
c. We are entitled to make partial deliveries at any time.
d. Our obligation to deliver does not apply if we learn after conclusion of the contract from a bank, credit agency or other reliable source that there are doubts about the creditworthiness of the buyer. A lack of creditworthiness shall also be deemed to exist if the buyer fails to pay a due invoice immediately despite a reminder. In this case we shall be entitled, at our discretion, to demand security or prepayment or to withdraw from the contract without the buyer being able to derive any rights from this. In the event of withdrawal from the contract, we shall be entitled to demand damages in addition.
4. Condition of the goods
a. For our goods no characteristics are assured or guarantees are given, unless this is expressly made in writing (“assurance”, “guarantee”).
b. Dimensional deviations (the measurement of a body is the value determined after at least 24 hours of storage in a standard climate) which comply with the relevant DIN/ISO standards are in accordance with the contract. If no DIN/ISO standards are available for a product, standard commercial standards shall apply.
c. Quantity over- or underruns of 10% shall be deemed complete fulfilment of the contract. The invoice amount is to be corrected accordingly.
d. The average weight is determined by taking at least 100 pieces of one type of our goods. This determined weight may deviate from the weight stated in our order confirmation by up to 8% upwards or downwards.
5. Notices of defects, claims for defects, statute of limitations
a. The buyer must examine the received goods for completeness, transport damage, obvious defects, quality, their properties, in particular stability and colour fastness, and before further processing for their suitability for use. The buyer must notify us in writing of any defects immediately, obvious defects within two weeks of delivery at the latest, and hidden defects within two weeks of discovery. Timely dispatch shall suffice to meet the deadline. We are not obliged to provide a warranty if the buyer has not notified us of an obvious or discovered defect in good time.
b. If there is a defect in the goods and if the buyer can prove in writing and in good time that a complaint has been made, we shall initially only be obliged to subsequent performance, unless we are entitled to refuse subsequent performance on the basis of the statutory provision. The purchaser shall grant us a reasonable period of time for subsequent performance for each individual defect. Subsequent performance may be effected at our discretion by repair or replacement. A subsequent improvement shall be deemed to have failed with the second unsuccessful attempt.
c. If the supplementary performance has failed or if we have refused the supplementary performance altogether, the purchaser may, at his discretion, demand compensation for defects for which we are responsible, otherwise reduce the purchase price (reduction) or declare withdrawal from the contract. There shall be no right of rescission in the event of only minor breach of contract. In addition to withdrawal or reduction, there is no claim for damages.
d. If the buyer chooses compensation instead of reduction or withdrawal, the goods remain with the buyer if this is reasonable. The claim for compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply to malicious conduct or guarantees on our part.
e. Warranty claims of the buyer expire one year after delivery. This shall not apply if and to the extent that we are liable for damages.
6. Liability and limitation of liability
a. We shall only be liable for damages for which we are responsible, other than those resulting from loss of life or injury to body and health, insofar as these are based on malicious, intentional or grossly negligent action or culpable breach of an essential contractual obligation of our legal representatives or vicarious agents. An essential contractual obligation is one the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the purchaser may rely. In the event of culpable breach of essential contractual obligations, however, we shall only be liable to the extent that the damages are typically associated with the contract and foreseeable.
b. Any further liability is excluded regardless of the legal nature of the asserted claim. Claims from product liability according to the Product Liability Act and from guarantees given by us remain unaffected by this.
c. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our representatives, employees and vicarious agents.
7. Prices, payment, set-off, retention
a. The prices offered are net prices. They are increased by the respectively valid VAT. They do not include delivery and shipping costs.
b. All payments are due immediately without deduction.
c. In the event of default in payment, cheque or bill protest, all payments shall become due immediately, even if payment by instalments or deferment, bill of exchange or cheque has been agreed.
d. If the buyer is in arrears with a payment, we shall be entitled to demand interest in the amount of 8 percentage points above the respective base interest rate. We reserve the right to assert further claims for damages.
e. If a payment is not sufficient for the complete repayment of the total obligation, the due debt shall be repaid first, irrespective of any provision by the buyer, among several due debts the one which offers us the lower security, among several equally secure ones the oldest debt.
f. Offsetting against counterclaims is excluded unless they have been legally established, acknowledged by us or are undisputed.
g. The buyer is only entitled to exercise a right of retention if his counterclaim is based on the same purchase contract.
8. Retention of title
a. We reserve title to the goods sold until payment of all our claims arising from the business relationship. The purchaser is entitled to dispose of the goods in the ordinary course of business, in particular to process and sell them.
b. The treatment or processing of the reserved goods by the purchaser shall always be carried out in our name and on our behalf. If the delivered goods are processed, mixed or transformed, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the new product.
c. To secure all claims arising from the business relationship, the purchaser hereby assigns to us all claims including ancillary rights which he acquires through the resale of our goods or the new product in the amount of the total outstanding claim. The purchaser is revocably authorised to collect the claim. A revocation may only take place if the buyer is in default with 10% of the total claims owed.
9. Place of performance and jurisdiction
a. Place of performance and delivery for our services and the payments of the buyer is our place of business.
b. Hof is the place of jurisdiction for all disputes arising from the contractual relationship. We are entitled to sue at the buyer’s place of business.
10. Severability clause
The invalidity of individual provisions shall not affect the validity of the remaining provisions of these General Terms and Conditions. Any inadmissible or ineffective provisions shall be newly agreed between the parties in accordance with their meaning.