1. The terms and conditions of business between the supplier and the purchaser are based on the following general terms and conditions of sale and delivery, unless other agreements have been concluded in writing.
2. The general terms and conditions of sale and delivery shall also apply to all future orders of the purchaser, even if the supplier does not refer to them in every case.
3. We are not bound by the client's terms and conditions of purchase, even if we do not object to them.
1. The offers of the supplier, including the delivery details, are subject to change.
2. Unless otherwise agreed, prices are ex works, plus statutory value added tax, suitable packaging/transport and transport insurance.
3. The documents belonging to the offer such as drawings, illustrations, samples as well as technical specifications are only approximately authoritative if they are not expressly designated as binding. The offers, drafts and drawings may not be made accessible to third parties, in particular competitors, and may not be used for tendering purposes. If the order is not placed with the supplier, the drawings and other documents belonging to the offer must be returned on request. The supplier reserves the right to demand payment for samples, sketches, drafts and other project planning documents expressly requested by the customer, even if the order is not placed.
4. The supplier is not obliged to check sketches, models, moulds and trademarks provided to him for the infringement of industrial property rights of third parties. Therefore, patent and/or utility model infringements are the responsibility of the customer. If a claim is made against the supplier for such reasons, the purchaser is obliged to indemnify him or to reimburse the costs arising from a claim made by a third party on the basis of an infringement of rights.
1. The order becomes binding through the supplier's order confirmation. The purchaser must notify the supplier in writing of any complaints or requests for changes within 8 working days.
2. The stated delivery period shall not commence until the order has been finally clarified from a technical point of view and all agreed provision of raw materials by the purchaser or third parties has taken place. This also includes the payment of an agreed down payment.
3. Events of force majeure shall entitle the supplier, even within a delay, to postpone the delivery for the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The Supplier shall inform the Purchaser immediately of the occurrence of a case of force majeure. Force majeure also includes operational disruptions such as fire, shortage of raw materials and energy, strikes, lockouts as well as obstructions of traffic routes, regardless of whether these circumstances occur at the supplier's, a supplier's or its sub-supplier's.
4. We reserve the right to make changes to the execution which prove to be technically necessary and which are reasonable for the purchaser, taking into account the interests of the supplier.
1. Any risk shall pass to the Purchaser when the goods are ready for shipment or when the Supplier notifies the Purchaser thereof.
2. The shipment of the goods/goods shall always be for the account and at the risk of the Purchaser, even if carriage paid delivery has been agreed. In the case of damaged or incomplete consignments, a statement of facts shall be made with the carrier immediately upon receipt.
3. Call-off orders shall be executed within the scope of production possibilities. If call-off dates have been agreed, the Supplier may demand payment for the quantities provided after expiry of the date without having informed the Purchaser in advance. If the Purchaser does not accept the called/prepared quantity in due time, the Supplier may store it at the Purchaser's expense and risk and shall demand payment for the call quantity not yet accepted after 2 months of storage at the latest and shall deliver the goods to the Purchaser even without request.
4. Excess or short deliveries (number of pieces ± 10 %) within the usual scope shall be deemed to have been agreed. Partial deliveries are permissible.
V. Terms of Payment
1. Unless otherwise agreed, the supplier's invoices are to be paid immediately upon delivery without deduction.
2. The supplier reserves the right to demand a down payment of 50% for objects with an order value of € 5,000 or more. The remaining payment is due after readiness for delivery/acceptance.
3. In the event of late payment, interest on arrears shall be charged in the amount of the interest on the current account credit at least in the amount of 5 percentage points above the base interest rate. The buyer is allowed to prove that the damage is not higher than 5 percentage points above the prime rate. The seller is allowed to prove that a higher damage has occurred. Furthermore, all reminder and collection costs are to be reimbursed.
4. Temporary payment difficulties do not release from the payment obligation. In the event of proven deliberate unwillingness to pay, the customer shall be liable with his private assets until all claims have been settled in full.
5. Non-compliance with the terms of payment or circumstances which become known to the Supplier after conclusion of the contract and which give rise to justified doubts as to the solvency of the Purchaser shall result in the immediate maturity of all claims of the Supplier, including current obligations under bills of exchange. In this case, the Supplier shall also be entitled to withdraw from the contract and to demand compensation for the damage incurred by him as a result, unless the Purchaser makes advance payment or provides sufficient security.
VI. Retention of Title
1. All goods of the Supplier shall remain the property of the Supplier until full payment of all claims arising from the business relationship, including future claims, also from contracts concluded at the same time or later. This shall also apply if payments are made on specially designated claims.
2. In the case of a current account, the reserved property shall be deemed to be security for the supplier's balance claim.
3. The Purchaser shall be entitled to resell the goods subject to retention of title in the ordinary course of business on condition that he passes on the Supplier's retention of title to his customer. He is not permitted to transfer ownership by way of security or to pledge the goods. Interventions or measures by third parties which affect the Supplier's retention of title must be notified to the Supplier without delay. The Purchaser shall, at its own expense, take all urgent measures necessary to protect the Supplier's rights. He already now assigns his claims from the resale of the reserved goods with all ancillary rights to the Supplier, regardless of whether the reserved goods are resold without or after processing. The Purchaser is prohibited from entering into agreements with his customer which exclude or impair the rights of the Supplier in any way. The Purchaser shall remain authorized to collect the claims assigned to the Supplier even after assignment. However, the Supplier reserves the right to collect the claim independently, in particular in the event of default of payment by the Purchaser. At the Supplier's request, the Purchaser must disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and notify the debtor of the assignment.
VII Liability for Defects / Warranty
1. Defects in the goods shall be notified to the Supplier in writing without delay, at the latest within one week after receipt of the goods at the place of destination.
2. The supplier shall not be liable for material defects which are not recognizable and which occur later.
3. In the event of a justified complaint, the Supplier shall be entitled to remedy the defect. The Purchaser shall grant him a reasonable period of time for this purpose. The Purchaser may claim damages in lieu of or in addition to performance only and only if the Purchaser has given the Supplier three opportunities to remedy the defect within the framework of the subsequent performance. If the rectification of defects fails, the Purchaser may demand rescission or reduction of the contract. A failure of the subsequent improvement is in any case only given after the 3rd unsuccessful attempt. All other claims are excluded, in particular claims for damages, especially claims for compensation for damage that did not occur to the goods themselves (consequential harm caused by a defect).
4. In the event of a warranty claim, the supplier shall bear the expenses for the rectification of the defect.
5. The Supplier shall be liable in cases of intent or gross negligence on the part of the Supplier or a representative or vicarious agent in accordance with the statutory provisions. However, the claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract even in case of gross negligence. Any further liability of the supplier is excluded.
6. However, liability for damage caused by the delivery item to the purchaser's legal assets, e.g. to other property, is completely excluded. This shall not apply in the event of intent or gross negligence or if liability exists due to injury to life, limb or health.
7. The provisions of the above paragraphs (5) and (6) shall apply to damages in addition to performance and damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. They also apply to the claim for compensation of futile expenses.
8. The warranty obligation shall be excluded if the delivered goods have been subsequently tampered with by the Purchaser or a third party not authorized by the Supplier.
9. The exercise of the right of retention of the purchase price or the set-off with counterclaims against the supplier is not permitted.
VIII. Place of Performance and Jurisdiction
1. Place of performance is the registered office of the supplier. Unless otherwise provided by law, the place of jurisdiction shall be the Supplier's place of business. In the event that the domicile or habitual residence of the Purchaser is unknown at the time the action is filed, as well as in the event that the Purchaser moves its domicile or habitual residence outside the area of application of the law after the contract has been concluded, the place of jurisdiction shall generally be that of the Supplier.
Should any clauses of these General Terms and Conditions be invalid, this shall not affect the legal validity of the remainder of the contract and the other contractual conditions.