Terms & Conditions
General Business Conditions
- Only our terms and conditions of business apply. We don’t recognize conflicting conditions, or customer conditions which differ from our terms of business (henceforth “Customer”) unless we (henceforth “Agent”) previously agreed upon its validity. Our business conditions also apply if we, aware of different business conditions or fulfill delivery to the customer without reservation with the knowledge of conflicting terms and conditions or customer terms and conditions that differ from our terms of sale.
- All stipulations between us and the customer agreed upon to fulfill this contract are stated in writing in this contract.
- Our conditions of sale are only valid for contractors, legal persons of public law or public special assets under § 310 Abs. 1 BGB.
- Our conditions of sale are also valid for all future business with the customer, as long as they pertain to similar legal transactions.
§ 2 Quote and Quote Documents
- Written quotes by the agent are binding for 30 calendar days. Verbal quotes are without obligation.
- Notices of acceptance and all orders require written confirmation.
- We reserve the right of ownership and copyright law for all pictures, diagrams calculations and other documents. This also applies to such written documents labeled “confidential.” The customer must have our explicit written consent to disseminate these documents to third parties.
§ 3 Prices
- Prices quoted in our written offers are binding for 30 days from the quote date. They are valid ex works and, unless previously agreed upon, do not include shipping and handling fees or value added taxes.
- We reserve the right to change our prices accordingly if, after signing the contract, prices fall or rise, especially due to tariff agreements or changes in material prices. We will provide the customer with proof of such changes upon request.
- We reserve the right to increase or decrease prices for items on contracts with an agreed-upon delivery time of more than 4 months, when the increase or decrease in price is beyond our control, especially in cases of collective labor agreements or changes in material prices. We will notify the customer in writing at least four weeks in advance of any such changes. The customer then has the right to cancel or withdraw from the contract for the time period that the price change entered into force.
§ 4 Payment Terms
- As long as no special terms and agreements apply, payment is due within 30 days of the invoice date. Legal rules apply as a result of late payments.
- Reduction in price as a result of a discount requires a special written agreement.
- If the invoice has not been paid according to terms, the agent retains the right to charge 8% interest on the corresponding prime lending rate. The right is reserved to enforce further demands.
- The customer is only entitled to the right to compensation if his/her counterclaims remain uncontested, legally binding, or can be decided on immediately.
- The agent is only entitled to right of retention if his/her counterclaims remain uncontested, legally binding or can be decided on immediately.
- The agent has the right, in divergence from § 366 BGB, to credit customer payments against the oldest due debt, and in the case of equally old debts, to apply the credit to each debt equally. In case interest and expenses already exist, § 367 BGB applies.
§ 5 Delivery and Performance Times
- All delivery dates or deadlines are only binding when they have been confirmed as such by the agent.
- In cases where customer involvement is needed for contract fulfillment, adherence to our obligation to deliver will furthermore take precedence over the punctual and proper fulfillment of the customer’s obligation. Right to object to the unfulfilled contract is reserved.
- If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we retain the right to be reimbursed for any existing damages, including possible additional expenses. The right to additional claims or rights is reserved.
- Delays in delivery and performance time that can’t be justified by the agent and significantly impede delivery, such as strikes, labor disputes, lockouts, unanticipated disruptions in operations or unavoidable raw material shortages entitle the Agent to postpone the delivery and performance for the duration of the interference in addition to a specified lead time not to exceed three months. This also applies if the delivery and performance delays occur with the agent’s suppliers or sub-suppliers.
- Provided that the requirements of paragraph (3) are present, the danger of a possible demise or an accidental deterioration of the merchandise is transferred to the customer at that time in which the customer has entered default of acceptance or debtor’s delay.
- We are liable according to the legal regulations, according to § 286 Paragraph. 2 Nr. 4 BGB or § 376 HGB, as long as the existing contract is considered business to be settled on a fixed date. We are also liable according to the legal regulations, provided as a result of a delayed delivery that we can be claimed to be responsible for, the customer has the right to enforce his/her interest to discontinue the fulfillment of the contract.
- We are liable according to the legal regulations, provided that the delivery delay was due to a deliberate or grossly negligent contractual breach on our part; a fault of our representatives or assignees can be attributed to us. Inasmuch as the delivery delay pertains to a grossly negligent contractual breach on our part, our liability for damages is limited to the anticipated, typical damages.
- We are also liable, according to the legal regulations, insofar as the delivery delay on our part pertains to a culpable breach of a substantial contractual obligation; in this case, the compensation for damages is limited to the predicted, typical damages. A significant contractual obligation exists when the breach of duty pertains to a duty whose fulfillment was relied on by the customer and which the customer had no reason to doubt.
- Finally, in case of a delayed delivery, we are responsible for a penalty compensation valued at a flat-rate of 0.5% of the value of the delivery, for every fully ended week, but not to exceed 5% of the value of the goods at time of delivery.
- Additional legal entitlements and rights of the customer remain valid.
- The agent may, in departure from § 266 BGB, carry out partial deliveries and partial services, as long as these are just and reasonable for the customer.
§ 6 Passing of the Risk
- Insofar as not otherwise specified in the order confirmation, it is assumed that delivery is “ex works.”
- If the transfer of merchandise or its transportation is delayed for reasons the agent cannot substantiate, the risk of accidental loss and accidental deterioration is transferred to the customer, at which time the agent demonstrated his/her willingness to ship the merchandise.
- Inasmuch as the customer desires, we will insure the delivery with transportation insurance, at the customer’s expense.
- If the transfer of merchandise or its shipping is delayed for reasons pertaining to the customer, the agent is permitted, beginning on the 15th day, from that point on, at which he demonstrated his willingness to ship the merchandise, to charge the customer weekly warehouse costs of 0.25% of the invoice sum pertaining to the default of acceptance of the delivery and services. Both parties have the right to prove and enforce increases or decreases in warehouse expenses. Incidentally, the passing of the risk is governed by official regulations.
§ 7 Warranty
- The statute of limitations for warranty claims is 12 months from the date of transfer of risk.
- Warranty claims made by the customer assume that the customer complied properly with, according to his obligation to inquire and file a complaint, according to § 377 HGB.
- Inasmuch as the merchandise is defective, the customer has the right to have the defective merchandise corrected or receive a new delivery of non-defective merchandise. In cases of remediation of a defect or a substitute delivery, we are liable for all costs and expenditures, particularly transport, labor, and material costs, as long as these costs have not been increased as a result of the merchandise being delivered to a location different from the designated place of delivery.
- Guarantee claims against the vendor are not subject to surrender.
- Should the compensation after due date fall through, the customer has the right, if she or he so chooses, to cancel the contract or demand reduction in price.
- We are liable according to legal regulations, inasmuch as the customer enforces damages claims, based on deliberate intention or gross negligence, including deliberate intention or gross negligence on the part of our representatives or auxiliary person. As long as we are not charged with intentional breach of contract, the liability for damages is limited to the predictable amount typically incurred.
- We are liable according to legal regulations, inasmuch as we culpably violate an important contract obligation; also in a case such as this, the liability for damages is limited to the predictable amount typically incurred. A significant breach of contract exists when the breach of duty relates to an obligation whose fulfillment the customer had no reason not to have faith in.
- Inasmuch as the customer is entitled to compensation for the damages instead of benefits, our liability, also within the framework of Paragraph (3), is limited to the predictable amount typically incurred.
- Liability for culpable bodily injury or health impairment remains unaffected; this also applies to compulsory liability according to the product liability law.
- Insofar as no preceding abnormality has been ruled, liability is excluded.
- The statute of limitations for claiming warranty for defects is twelve months, calculated from the date of transfer of perils.
- In the case of a delivery regress, the statute of limitations, according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from the delivery date of the damaged merchandise.
§ 8 Joint Liability
- An additional liability for damages as foreseen in § 7, is excluded– without regard for the legal nature of the claim being enforced. This is especially true for indemnity claims in the case of negligence with conclusion of the contact, due to other neglect of duty, or due to criminal claim settlement of material damages in accordance with § 823 BGB.
- The limit according to Paragraph (1) also applies, insofar as the Customer demands replacement of useless expenses instead of claiming damage compensation.
- Insofar as the liability for damages is excluded or limited to us, this rule also applies with regard to the personal liability for damages of our employees, laborers, colleagues, representatives and auxiliary personnel.