§ 1 General – Area of application
(1) Our general terms and conditions are valid exclusively; conflicts with or deviations from our purchasing conditions in the supplier’s conditions are not recognised by us unless we have agreed to them expressly in writing. Our general terms and conditions are also valid if we still supply the purchaser without reservation. while being aware of conflicts with or deviations from our delivery conditions in the purchaser’s conditions.
(2) All agreements between us and the purchaser with the purpose of executing this contract, are contained in writing in this contract.
§ 2 Prices and payment conditions
(1) All prices are valid ex works excluding packaging and transportation in Euros plus the valid statutory turnover tax at the time of invoicing.
(2) Offset rights are only given to the purchaser if his counter-claims are legally declared, indisputable or recognized by us. Also, if he is authorised to exercise withholding rights as his counter-claim dependant on the same contract relationship. The practice of setting off claims or exercising the right to refuse performance is excluded.
(3) Cheques and bills of exchange shall only be accepted on account of performance with the proviso that they are honoured by the bank. Any resulting costs and expenses are borne by the issuer.
(4) Where nothing to the contrary is stated in the order confirmation the net purchase price (without deductions) is due within 30 days of the invoice date. Statutory regulations are valid with regard to the consequences of late payment.
(5) If the buyer's financial circumstances substantially change for the worse, then we are entitled to make the specific performance of our contract dependent upon the advance payment of reasonable security. After granting an appropriate extension if a buyer fails to act we are entitled to withdraw from the contract or to demand compensation.
(6) Cash discounts require separate written agreement. In the event of default interest will be charged from the time of default at 8% above the base rate.
§ 3. Shipping and packaging
(1) Delivery is agreed ‘ex works’ if nothing to the contrary results from the order confirmation.
(2) If the client requests shipping to another location then this will be carried out at the buyer’s expense and risk. If shipping is delayed for a reason for which the buyer is responsible then the risk will be transferred to the buyer from the day on which the goods are ready for dispatch.
(3) We will purchase transport insurance if the customer so wishes; any costs thus incurred will be at the customer’s expense.
(4) Disposable packaging will be charged at cost. We will not take back this transport packaging or any other packaging in accordance with the provisions in the packaging ordinance, with the exception of pallets. The purchaser is obliged to dispose of the packaging at his own cost. Reusable packaging remains our property and must be returned at the customer’s expense.
§ 4 Delivery obligations
(1) The fulfilment of our delivery obligations further requires the punctual and proper fulfilment of the customer's duties. The exception of non-fulfilled contracts remains reserved.
(2) If the buyer is in default of acceptance or if he violates culpably other cooperation obligations, we are entitled to claim for the damages suffered, including any additional costs incurred. We reserve the right to make further claims.
(3) Given the prerequisites in section (2), the risk of accidental loss or deterioration of the goods will pass to the customer at the moment in which the latter is in default of acceptance or of payment.
(4) We are liable in accordance with the statutory regulations if the delivery default is caused by an intentional or grossly negligent contractual violation for which we are responsible or by violation of an essential contractual obligation (cardinal obligation); any fault of our legal representatives and agents may be attributed to us. Where the delivery default is not caused by an intentional contractual violation for which we are responsible our liability for damages shall be limited to foreseeable, typically occurring damage.
(5) We explicitly reserve the right to make partial deliveries.
§ 5 Title retention
(1) We retain propriety rights regarding purchased goods until the receipt of all payments from the delivery contract. If conduct by the purchaser is contrary to the contract, in particular in delay of payment, we are entitled to take back purchased goods. In taking back the purchased items, we are not undertaking a withdrawal from the contract, unless it happens that we declared this in writing. In the garnishment of the purchased goods by us always is a withdrawal from the contract. We are, after taking back the purchased goods, allowed to dispose of them, and the proceeds of the sale offset against the liabilities of the purchaser – less appropriate disposal costs.
(2) In the event of seizures or other actions by third parties the customer must inform us immediately in writing so that we can institute a claim in accordance with § 771 ZPO. In so far as third parties are not in the position to compensate for legal and non-legal costs of an action according to 771 ZPO, the purchaser is liable to us for occurring damages.
(3) The customer is entitled to dispose of the purchased goods within the scope of an orderly business transaction subject to retention of title; however he herewith already assigns to us all claims to the amount of the invoice sum total (including turnover tax) accruing to him from his customer or third party, independently of whether the purchased goods are sold without or after processing. For recovery of this receivable the purchaser remains authorised, also after surrender. Our authority to recover the receivable ourselves remains intact. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations arising from the collected profits, is not in default of payment and, in particular, has not applied for the opening of bankruptcy proceedings or composition or insolvency proceedings and there is no stoppage of payment. But if this is the case, then we can request that the purchaser gives us notice of the surrendered receivable and their debtors, of all collection required details, the relevant documents are passed out and the debtors (third parties) are informed of the surrender.
(4) If the value of the securities granted exceeds the outstanding debts by more than 20 %, then the seller is obliged to transfer or release, as he may choose, at the request of the customer.
§ 6 Warranty and guarantee
(1) Any guarantee claims made by the customer shall require that the latter has properly complied with his duties to inspect and to report any complaints in accordance with § 377 HGB in commercial law.
(2) In so far as the purchased goods are defective the customer can choose either supplementary performance in the form of rectification or a replacement delivery.
(3) If the supplementary performance fails then the customer is entitled to demand either withdrawal or a reduction in price.
(4) The period of limitation for defective goods is 12 months from deivery.
§ 7 Liability
(1) With the exception of the following regulations any claims by the customer for compensation on the basis of breaches of duty resulting from the agreement and from unlawful acts – particularly with regard to incidental damages, consequential damages, pure financial losses (e.g. loss of profit, loss of savings etc.) – are excluded.
(2) This does not affect the liability of the seller for damage resulting from violation of life, body or health, for claims resulting from the product liability act, for express, written guarantees, for the culpable violation of essential contractual liabilities (cardinal liabilities) and in all cases in which the seller is burdened with intent or gross negligence. A breach of duty on the part of the contractor is equal to that of a legal representative or vicarious agent.
(3) The liability of the seller is limited to the foreseeable and typical damage when the contract was agreed in the case of a grossly negligent breach of duty that is not a cardinal liability or a slightly negligent violation of a cardinal liability that only causes damage to property or assets.
(4) Where liability for compensation is excluded or limited against us then this is also valid with regard to personal liability for compensation on the part of our representatives or agents.
§ 8 Place of jurisdiction – Place of fulfillment
(1) Our registered office is the place of fulfilment; however we are also entitled to bring legal action against the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany is valid; The UN purchase law is excluded.
(3) Provided that nothing else is stated in the order confirmation then our registered offices shall be the place of fulfilment.