1. Written declarations from both parties are decisive for the scope of the deliveries or performances (hereinafter: deliveries). However, the buyer’s general terms and conditions of business only apply if the supplier or performance provider (hereinafter: supplier) has expressly agreed to them in writing. Verbal agreements must be confirmed in writing to be valid. Offers are non-binding prior to our written order confirmation.
2. The supplier unconditionally reserves its exploitation rights under property and copyright law for cost estimates, drawings and other documents (hereinafter: documents). The documents may only be made available to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, the documents must be returned to the supplier immediately upon request. Clauses 1 and 2 apply correspondingly for the buyer’s documents; these may, however, be made available to such third parties that the supplier has permissibly commissioned to make deliveries.
3. Partial deliveries are permissible provided they are reasonable for the buyer.
4. Specifications of dimensions, weights and other characteristics of the goods are approximate values and are subject to the tolerances common in the field. The specifications do not indicate warranted characteristics in the legal sense, provided they are not expressly designated as such.
1. Our quotations are subject to change and non-binding, unless expressly stated to be binding. A contract is only concluded once we have confirmed the order in writing.
Prices are subject to errors and misprints. Unless otherwise stated in the quotation, we are bound by the prices quoted for a period of 30 days from the date of the quotation.
2. Prices are quoted ex works, excluding the costs for packaging, postage, transport insurance and statutory VAT.
3. The supplier’s pecuniary claim is due 10 days after receipt of invoice.
4. All invoices are payable in full within 30 days of the invoice date.
5. The buyer can only offset with claims that are uncontested or legally effective.
6. If payment is made late, the supplier has the right to charge late-payment interest in accordance with currently valid legislation.
1. Shipping occurs ex works and with no guarantee of the cheapest type of shipping, provided no specific agreement has been reached. Consignments with a net value of €550.00 or more are delivered carriage paid; however, in the case of export consignments, delivery in such cases is only carriage paid to the German border or FOB at a German seaport. If the net value of the goods is less than €50.00, the supplier will charge an additional handling fee of €15.00.
2. Returning goods requires the consent of the supplier, provided it does not relate to justified claims. The supplier expressly reserves the right to demand performance of the contract and to refuse to take back the goods.
In the event of a return, the supplier will charge a handling fee amounting to 15% of the net value of the goods. For VDE-tested items, this handling fee is 30%.
1. The delivery items (goods subject to retention of title) remain the property of the supplier until all of the supplier’s claims against the buyer that have arisen from the business transaction have been fulfilled. Should the value of all security interests to which the supplier is entitled exceed the value of all secured claims by more than 20%, the supplier shall release part of the security interests if requested to do so by the buyer.
2. While the retention of title is in effect, the buyer does not have the right to pledge the goods or assign them by way of security. Resale is only permitted by resellers in the usual course of business and only subject to the condition that the reseller receives payment from their customer or, if the reseller stipulates that title to the goods is not transferred to their customer until the customer has fulfilled their payment obligations.
3. a) If the buyer sells the goods subject to retention of title, then the buyer already assigns as security their future claims arising from resale to their customer, with all ancillary rights – including any outstanding balances – to the supplier for security purposes, without any separate subsequent explanations being required. If the goods subject to retention of title are resold together with other objects without an agreement on the individual price of those goods, then the buyer assigns to the supplier, with priority over the remaining claim, that part of the total price claim which corresponds to the price of the goods set by the supplier in their invoice.
b) For substantiation of a justified interest, the buyer must provide the supplier with the information required to satisfy the supplier’s claims against the customer and the buyer must hand over the required documents.
c) Until revocation, the buyer is authorised to collect the assigned claims from the resale. If an important reason exists, in particular delayed payment, stoppage of payment, opening insolvency proceedings, protest of a bill or justified suspicion of over-indebtedness or pending inability to pay on the part of the buyer, the supplier has the right to revoke the buyer’s authorisation to collect. Furthermore, the supplier can, after giving prior warning with a reasonable grace period, disclose the assignment for security, realise the assigned claims and demand that the buyer disclose the assignment for security to the customer.
4. a) The buyer is permitted to process the goods subject to retention of title, or to mix them or connect them with other objects. The processing, mixing or connecting (hereinafter: processing) is carried out for the supplier. The buyer shall keep the new item for the supplier with the diligence of a prudent businessman. The new item is considered to be goods subject to retention of title.
b) If the goods are processed together with other items not owned by the supplier, the supplier shall acquire co-ownership of the new item in the proportion that the value of the processed, mixed or combined goods subject to retention of title (hereinafter: processed goods subject to retention of title) bears to the value of the other processed goods at the time of processing. If the buyer acquires sole ownership of the new item, the supplier and the buyer agree that the buyer shall grant the supplier co-ownership of the new item created by the processing in the proportion that the value of the processed goods subject to retention of title bears to the value of the other processed goods at the time of processing.
c) If the new item is sold, the buyer hereby assigns to the supplier as security their claim against the customer from the resale, including all ancillary rights. This assignment takes effect without requiring any special subsequent explanations. However, the assignment shall apply only up to the amount corresponding to the value of the processed goods subject to retention of title invoiced by the supplier. The share of the claim assigned to the supplier shall be given settlement priority. With regard to the authorisation to collect as well as the requirements for its revocation, No. 3. c) applies correspondingly.
d) If the buyer connects the goods subject to retention of title to real estate or movable goods, then, without requiring any further special explanation, the buyer also assigns as security the claim which they are entitled to as compensation for the connection, including all ancillary rights, to an amount corresponding to the ratio of the value of the connected goods subject to retention of title to the value of the rest of the connected goods at the time of the connection.
5. In the event of pledging, confiscations or other access or intervention by a third party, the buyer must inform the supplier immediately.
6. In the event of breach of duty by the buyer, in particular delayed payment, the supplier has the right, after the expiration of a reasonable grace period for performance given to the buyer, to withdraw from the contract and recover the goods; this does not affect the legal stipulations on the expendability of setting a grace period. The buyer is obligated to surrender possession.
1. If the supplier is prevented from meeting a performance deadline, the performance deadline is pushed back by a reasonable period; this does not apply if the supplier is responsible for the delay. Compliance with deadlines presumes the proper receipt of all documents, required approvals and releases, in particular of plans, to be delivered by the buyer, as well as the compliance of the buyer with the agreed payment conditions and other obligations. If these requirements are not fulfilled on time, then the deadlines shall be extended correspondingly; this does not apply if the supplier is responsible for the delays.
2. Agreed delivery dates (“Delivery by …”, “Delivery in …”, “Delivery on …”) count as target dates, provided they are not expressly declared as binding by phrases such as “at the latest on …”, “guaranteed by …”.
3. If deadlines are not met due to force majeure, e.g. mobilisation, war, civil unrest or similar events, e.g. strike, lockout, the deadlines are extended accordingly.
4. If the supplier is late, then – providing that the buyer can verify that they have incurred damages as a result – they can demand compensation for each complete week of delay of 0.5% in each case, but no more than 5% in total, of the price for the part of the delivery that could not be put to its intended use because of the delay.
5. Compensation claims by the buyer due to delivery delays and in lieu of performance which exceed the limits listed in No. 4 are excluded in all cases of delayed delivery, even after the expiry of any delivery deadline that may have been set. This does not apply in cases of wilful misconduct or gross negligence. This is not associated with a change in burden of proof to the disadvantage of the buyer. The buyer can only withdraw from the contract within the framework of the legal provisions, insofar as the supplier is responsible for the delivery delay.
6. If requested to do so by the supplier, the buyer is obligated to declare by an appropriate deadline whether, due to the delivery delay, they intend to withdraw from the contract and/or demand compensation in lieu of performance or whether they insist on performance.
7. If, at the buyer’s request, shipment or delivery is delayed by more than a month from notification of readiness for shipping, the buyer may be charged a storage fee for each month commenced of 0.5% per month of the price of the delivery items, up to a maximum, however, of a total of 5%. The contracting parties have the right to provide evidence of higher or lower storage costs.
8. If the buyer lodges a complaint regarding a consignment that has not been received, the supplier may charge the buyer for the costs of tracing the consignment, subject to a minimum charge of €30.00, provided that the supplier is not responsible for the non-receipt.
9. Additional and other claims and rights in connection with delayed delivery or performance are excluded. The claims for damages under Section V are also subject to the limitations set out in Section XI.
1. Risk is transferred to the buyer, even in the case of carriage-free delivery, when shipping the delivery starts or it is collected, but no later than when the delivery leaves the warehouse; this also applies if the delivery is transported on one of the supplier’s lorries. Upon the buyer’s request and at the buyer’s expense, the deliveries shall be insured against the usual transport risks.
2. If shipment or delivery is delayed for reasons attributed to the buyer or if the buyer delays acceptance for other reasons, then the risk passes to the buyer.
1. The buyer may not refuse acceptance of deliveries due to negligible defects.
The supplier is liable for defects as follows:
1. All parts or performances that prove defective within the warranty period, irrespective of their period of use, shall, at the supplier’s discretion, be repaired, replaced or provided again free of charge, provided that the defect already existed at the time that the risk transferred.
2. The warranty period is 12 months. This does not apply where mandatory statutory provisions prescribe longer periods.
3. The buyer shall inspect the received goods immediately after arrival for quantity, condition and any assured characteristics. The buyer shall immediately inform the supplier about defects in writing. Acknowledgement of defects must always be made in writing.
4. In the event of a defect notification, the buyer may retain a portion of the payment due which corresponds to the proportion of the defects found. The buyer may withhold payments if a defect notification is made, provided there is no doubt about the validity of the claim. If the defect notification is shown to be unjustified, the supplier has the right to demand that the buyer compensate the supplier for costs incurred.
5. Initially, the supplier is always to be given the opportunity for supplementary performance within an appropriate period.
6. If the supplementary performance is unsuccessful, the buyer can withdraw from the contract – without affecting any claims for damages in accordance with Art. XI – or can reduce the payment.
7. There shall be no claims for defects in the case of negligible deviations from the agreed condition, or for negligible impairments of usability, of natural wear or of damages that occur after the transfer of risk as a result of improper or careless treatment, overloading or unsuitable operating materials or due to particular external influences which are not presupposed by the contract. If the buyer or a third party makes unsuitable changes or performs improper maintenance work, there shall also be no claims for defects arising from this or from its consequences.
8. Claims by the buyer for the necessary expenses incurred for the purpose of supplementary performance, in particular transport, infrastructure, labour and material costs, are excluded insofar as the expenses increase because the delivery item is subsequently relocated to a different place than the buyer’s place of business, unless the relocation is in keeping with its intended use.
9. The buyer’s statutory rights of recourse against the supplier shall apply only within the scope of these warranty claims.
10. In other respects, Art. XI applies for claims for damages. (Other claims for damages). Additional claims or claims other than those regulated by Art. VIII, which are made by the buyer against the suppler and its agents, and which are based on a defect are excluded.
1. Insofar as a third party asserts justified claims against the buyer owing to the infringement of property rights through deliveries provided by the supplier which are used as per contract, the supplier shall be liable to the buyer within the warranty period defined in Art. VIII No. 2 as follows:
a) At its discretion and cost, the supplier shall either obtain a right of use for the relevant deliveries, change the delivery so that property rights are not infringed, or exchange the delivery. If this is not possible at reasonable conditions, the buyer shall be entitled to the statutory rights of withdrawal or reduction. The buyer cannot demand compensation for wasted expenditure.
b) The supplier’s obligation to provide compensation for damages is governed by Art. XI.
c) The aforementioned obligations of the supplier apply only if the buyer promptly notifies the supplier in writing about claims asserted by third parties, if the buyer does not acknowledge an infringement and if the supplier retains all rights to all defensive actions and settlement talks. Should the buyer discontinue the use of the delivered items in order to mitigate damages or for other important reasons, then it is obliged to notify the third party that the discontinuation of use does not imply the acceptance of an infringement of property rights.
2. Claims of the buyer are excluded insofar as they are responsible for the infringement of property rights.
3. Claims of the buyer are also excluded insofar as the infringement of property rights is caused by special specifications of the buyer, by an application which was not foreseeable by the supplier, or due to the fact that the delivery is changed by the buyer or used together with products which were not delivered by the supplier.
4. In the event of infringements of property rights, claims are limited to the warranty period specified in VIII. 2. In all other respects, the provisions of Art. VIII, No. 4, 5 and 9 apply.
1. To the extent that supply is not possible, the buyer is entitled to demand compensation, unless the supplier is not responsible for the impossibility. However, the claim for compensation by the buyer shall be confined to 10% of the value of the part of the delivery which cannot be put to its intended use due to the impossibility. This does not apply where liability is mandatory, as in cases of wilful intent or gross negligence, or due to death, physical injury or damage to health; this is not associated with a change in burden of proof to the disadvantage of the buyer. The right of the buyer to withdraw from the contract is not affected.
2. Insofar as an unforeseeable event within the meaning of Art. V No. 3 changes the commercial importance or the contents of the delivery or has substantial implications on the operation of the supplier, the contract shall be readjusted in accordance with the principles of good faith. Insofar as this is commercially unjustifiable, the supplier has the right to withdraw from the contract. If the supplier intends to withdraw from the contract, they shall notify the buyer of this without undue delay after recognising the implications of the event, even if an extension of the delivery time was initially agreed with the buyer.
1. Claims for damages by the buyer, regardless of their legal basis, including in particular those arising from a breach of obligations under the contract or from tort, are excluded to the extent that they go beyond the provisions set out in Sections V, VIII, IX and/or X and the following paragraph 2.
2. In cases of wilful misconduct or gross negligence, claims under the German Product Liability Act and/or loss arising from death, personal injury or damage to health and/or from a breach of material contractual obligations, claims for damages are limited to the foreseeable loss typical of this type of contract. This limitation does not apply in cases of wilful misconduct or gross negligence, or in the event of death, personal injury or damage to health. The aforementioned provisions are not associated with a change in burden of proof to the disadvantage of the buyer.
3. Claims for damages in accordance with Sections V, VIII, IX, X or XI. 2. become time-barred within a period of one year commencing at the end of the year in which the claim arose and the buyer became aware of it.
1. If the buyer is a merchant, then the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship (including proceedings concerning cheques and bills of exchange) is the domicile of the supplier. The supplier, however, has the right to bring legal action at the buyer’s domicile.
2. Contractual relations are governed by German substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
If individual provisions of this contract are or become legally invalid, the remaining sections of the contract shall remain binding. This does not apply if abiding by the contract would represent an unreasonable hardship for one of the parties.