These terms and conditions apply for all present and future business relations with our contracting partners (hereinafter “customer”) who are qualified as entrepreneurs. An entrepreneur in the sense of these terms and conditions is any natural person or legal entity or legal partnership with whom we enter into a business relationship and who acts in a corporate capacity or as a self-employed professional.
Deviating, contradicting or additional General Terms and Conditions used by the customer shall not become a part of the contract, even if we have knowledge of them, unless their applicability has been expressly accepted in writing.
Our offers are not binding. Technical modifications as well as modifications in shape, colour and/or weight are subject to change in as far as is reasonable.
Upon ordering a product, the customer declares his/her intention to purchase the ordered goods. We are entitled to accept the offer for the conclusion of a contract contained in the order within four weeks of its receipt by us. Acceptance can either be confirmed in writing or by delivery of the goods to the customer.
Our quoted prices are net plus the current sales tax (VAT). The applicable prices are the prices in effect on the date of the order, unless otherwise expressly agreed.
The purchase price is binding and is to be paid within 30 days of the invoice date without deductions. After the expiry of the 30 day term, the customer shall be deemed to be in default of payment. § 286 subsection 3 of 2 BGB (German Civil Code) shall not be applied in this respect. During the time of default, the customer shall be obliged to pay interest on the sum owed to the amount of 8% above the basic discount rate of the German Federal Bank. We reserve the right to provide proof of, and claim, higher default damages. Should the customer pay by cheque or letter of exchange, the customer‘s payment obligations shall only be deemed to have been fulfilled after these have been cleared.
The customer shall only have a right of set-off if his counter-claims have been determined in a legally binding way or have been acknowledged by ourselves. The customer shall only be entitled to exert a right of retention if his counter-claim is based on the same contractual relationship.
Delivery times are not binding unless they have been expressly agreed upon as binding. In case of a delivery time having been agreed, the time the goods are handed over to the person assigned with the shipment shall be the decisive point of time.
We reserve the right to carry out partial deliveries of orders. Any partial delivery shall be regarded as performance of a separate order under our General Terms and Conditions. We shall not accept call-off orders, unless a restriction as to quantity for each individual call-off has been agreed with us.
Upon handing over the goods to the person assigned with the shipment or to the company assigned with the performance of the shipment, the risk of accidental deterioration shall pass to the customer. It shall be deemed equal to the handing over should the customer be in default with the acceptance of the goods.
Delivery shall take place within one calendar week of the date of the invoice.
Custom-made products, incomplete packages, goods which are not in their original packaging, opened or not suitable for re-sale will not be taken back.
Return shipments of goods which were delivered free of defects will not be accepted without our prior approval. Should the customer send back goods which were delivered free of defects in spite of a lack of approval from our side, the customer continues to be obliged to pay the agreed purchase price for such goods. We reserve the right to send such goods back to the customer at his expense. Should we agree to the return shipment of goods which were delivered free of defects, the customer shall pay a handling fee amounting to 30% of the purchase price.
Claims due to obvious defects must be made within a period of 10 days after receipt of the goods. Should this not be done, warranty claims cannot be asserted. Timely dispatch shall be sufficient to meet the deadline. The customer shall bear the complete burden of proof for all qualifying conditions, in particular for the defect itself, the time of detection of the defect and the timeliness of the notification of the defect.
In case of defects in the goods, we shall at our choice either deliver replacement goods or reimburse the purchase price, in which case the goods will be made available to us.
Should the replacement delivery be defective, the customer can, at his choice, request reduction of the remuneration (diminishment) or rescission of the contract (withdrawal). However, in cases of minor deviations from the contract, in particular in case of minor defects, the customer shall not have a right of withdrawal.
Should the customer opt for a withdrawal from the contract due to a legal or material defect after unsuccessful subsequent performance, he shall not have an additional claim for damages due to the defect. Should the customer opt for damages after unsuccessful subsequent performance, the goods shall remain with the customer in as far as this is reasonable for him. The amount of damages shall be limited to the difference between the purchase price and the value of the defective product. This does not apply if the violation of the contract was caused in a fraudulent way.
The warranty period shall be 1 year from delivery of the goods. This shall not apply should we not have been notified of the defect by the customer in due time (No. 6.1 of this provision).
The agreed condition of the goods shall in all cases only be in accordance with the manufacturer’s product specification. Public statements, promotions or advertising by the manufacturer shall not represent additional information on the contractual condition of the goods.
The delivered goods shall remain our property up until the time complete payment has been effected for all claims from an ongoing business relationship.
The customer shall be obliged to make reference to our ownership position in case of interventions by third parties with regard to the goods, such as in case of garnishments, and to inform us immediately of such interventions. In case of a violation of this duty or other activities violating the contract, in particular in cases of default in payment, we shall be entitled to withdraw from the contract and request restitution of the goods.
The customer shall be entitled to re-sell the delivered goods in an orderly course of business. At the time of the conclusion of this sales contract he already assigns to us all claims including all ancillary rights which he obtains from the re-sale against a third party, to the amount of the invoice sum. We hereby accept the assignment. The customer shall continue to be entitled to collect outstanding payments even after the assignment. We reserve the right to collect the outstanding payments ourselves should the entrepreneur not properly fulfil his payment duties and fall into default with payment.
In cases of minor infringements of obligations, our liability shall be limited to the foreseeable, direct average damage typical for the type of contract. This shall also apply for slightly negligent violations of duties by our legal representatives and vicarious agents. We shall not be liable in case of minor infringements of nonessential contractual obligations.
The above mentioned limitations of liability do not refer to claims by the customer regarding product liability. Furthermore, these limitations of liability do not apply either for damages to body or health or in case of loss of life of the customer, caused within our scope of responsibility.
The customer’s claims for damages shall become time-barred one year after delivery of the goods. However, this shall not apply if we can be legitimately accused of fraudulent behaviour.
In case of hindrances caused by unforeseen events, such as cases of force majeure, war, cessation of operation, interruption of operations, acts by authorities, damage to machines, lack of raw materials for which we are not responsible, as well as strikes, lock-outs, etc., which are not only of temporary duration, we shall be entitled to withdraw from the contract, without the customer being entitled to assert claims from this against us. In case of hindrances which are only temporary, we shall be entitled to adapt the agreed delivery and performance dates depending on the duration of the hindrance. In as far as acceptance of the delivery is unreasonable for the customer due to the delay, he shall be entitled to withdraw from the contract by an immediate written declaration addressed to us. Claims for damages by the customer are excluded in case of a withdrawal from the contract.
A right of withdrawal also exists in case of payment difficulties of the customer which only become known after the conclusion of the contract or if, as a result of substantiated information from third parties (credit agencies etc.), payment problems of the customer are found to exist, but where such information is only given after the conclusion of the contract.
The place of performance for both contracting partners is our place of business.
The law of the Federal Republic of Germany shall apply exclusively; the provisions of the UN Sales Convention are not applicable.
Should the customer be an entrepreneur, a public law entity or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business. The same shall apply to customers without a general place of jurisdiction in Germany or whose residence or usual place of abode is unknown at the time a law suit is filed.
Should individual provisions of this contract with the customer, including these General Terms and Conditions, be or become invalid, this shall not affect the validity of the remaining provisions. The provision which is invalid, whether in part or in its entirety, shall be replaced by a regulation whose economic effect shall be as close as possible to the effect intended by the invalid provision.