Terms and conditions
1.1 These conditions of sale shall apply to contractors. (legal entities of public law and public law special funds.)
1.2 Deliveries and services of the supplier are made exclusively on the basis of the following conditions.
1.3 Terms and conditions of the customer, which are not explicitly recognised by the supplier, are not valid.
2. General provisions
2.1. The contractual partners will immediately confirm oral agreements in writing.
2.2 Orders only become binding with our order confirmation.
2.3 Supplements, amendments and side agreements also require the written confirmation of the supplier.
3. Long-term and call-off contracts, price adjustment
3.1 Permanent contracts are reversible on both sides with a notice period of 6 months.
3.2 If a binding order quantity has not been agreed, the supplier bases their calculation on the non-binding order quantity (target quantity) expected by the purchased for a certain period of time.
3.3 If the customer takes less than the target quantity, the supplier is entitled to increase the unit price proprtionately. Any additional demand exceeding the target quantity must be announced by the customer at least 3 months before delivery.
3.4 For delivery contracts on call, the supplier shall be notified of binding quantities at least 3 months prior to the delivery date, unless otherwise agreed.
4.1 The prices of the supplier are ex works in Euros and excluding VAT, packaging, freight, postage and insurance.
4.2 If there is a material change in certain cost factors, in particular the costs of energy, personnel, input material or freight, the agreed price may be reasonably adjusted, in accordance with the influence of the relevant cost factors by the supplier.
5. Samples and production tools
5.1 Samples and production tools (tools, moulds, templates, etc.) are only manufactured according to an express agreement and, unless otherwise agreed, separately invoiced in addition to the goods to be delivered.
5.2 The means of production remain the property of the supplier, even if the customer has paid for all or part of their production costs.
5.3 The costs for maintenance and proper storage, as well as the risk of damage or destruction of the means of production, are borne by the supplier.
5.4 If the purchaser discontinues or terminates the cooperation during the production time of the samples or production equipment, all manufacturing costs incurred up to that date shall be borne by them.
5.5 The supplier shall store the production equipment free of charge for the customer three years after the last delivery. Thereafter, we request the customer to comment in writing within 6 weeks for further use. The supplier's obligation for safekeeping shall end, if within these 6 weeks no statement takes place or no new order is placed.
6. Payment terms
6.1 Unless individual payment terms have been agreed, all invoices are due for payment without deductions within 30 days of the invoice date.
6.2 In the event that the payment terms are not met, the supplier is entitled to charge default interest at the rate that the bank charges them for overdraft facilities, but at least 8 percentage points above the respective base interest rate of the European Central Bank.
6.3 In the event of a default in payment, the supplier may suspend the fulfillment of their obligations until receipt of the payments after written notification to the customer.
6.4 Bills of exchange and cheques are only accepted by agreement and only on account of performance and on the condition that they are discounted. Discount charges will be charged from the due date of the invoice amount. A guarantee for timely submission of the bill of exchange and cheque and for the collection of bill protest is excluded.
6.5 If it becomes apparent after the conclusion of the contract that the supplier's claim for payment is jeopardised, due to the purchaser's inability to perform, then the supplier may refuse performance and may specify a reasonable deadline for the purchaser, in which they must pay for delivery or provide security, step by step. In case of refusal on behalf of the purchaser or an unsuccessful deadline, the supplier is entitled to withdraw from the contract and to demand damages.
6.6 If the supplier has undisputedly delivered partially faulty goods, the customer is nevertheless obliged to pay for the faultless amount, unless the partial delivery is of no interest to them. Incidentally, the customer can only offset against legally established or undisputed counterclaims.
7. Delivery, delivery time, delivery quantity
7.1 Unless otherwise agreed, the supplier delivers "ex works". Decisive for the observance of the delivery date or the delivery period is the notification of the readiness for dispatch or readiness for collection by the supplier or the time when the goods actually leave the factory.
7.2 The delivery period begins with the dispatch of the order confirmation of the supplier and is extended appropriately, insofar as unforeseeable and extraordinary circumstances occur.
7.3 In the event of subsequent changes to the contract by the customer, which affect the delivery period, the delivery period is extended to an appropriate extent or must be renegotiated.
7.4 On-demand deliveries are to be accepted within 6 months after the order confirmation.
7.5 Within a tolerance of 5 percent of the requested order quantity, production-related excess or short deliveries are permissible.
7.6 Additional costs, which are caused by a delayed call or subsequent changes of the call with respect to time or quantity by the customer, are at their expense; the calculation of the supplier is authoritative.
7.7 To a reasonable extent, the supplier is entitled to partial deliveries.
7.8 If the delivery is delayed due to unforeseeable and extraordinary circumstances, either those mentioned below or through the action or omission of the customer, the delivery period shall be extended according to the circumstances.
7.9 Insofar as the supplier is prevented from fulfilling their obligation by the occurrence of unforeseeable extraordinary events (e.g. force majeure, labour disputes, riots, official measures, etc.), which they could not prevent, despite the reasonable care required by the circumstances of the case, irrespective of whether it be in the factory of the supplier or its suppliers, for the duration of the disruption and to the extent of its effect, they are exempt from their obligation to perform without the customer being entitled to withdraw from the contract or claim damages. This also applies if these events occur at a time when the supplier is in default, unless they caused the default intentionally or through gross negligence.
7.10 If the aforementioned obstacles occur with regard to the customer, the same legal consequences shall apply.
7.11 The contracting parties are obliged, as far as is deemed reasonable, to provide the other part without delay with information about obstacles of the aforementioned kind and to adapt their obligations to the changed circumstances in good faith.
8. Shipping and transfer of risk
8.1 Goods notified ready for dispatch must be accepted by the customer without delay. Otherwise, the supplier is entitled to ship it at its own choice or to store it at the partner's expense and risk.
8.2 With the transfer to the railway, the forwarding agent or the carrier or with the beginning of the storage, but at the latest when it leaves the factory or warehouse, the risk is transferred to the customer, even if the supplier has accepted the delivery.
9. Property rights of third parties
If industrial property rights of third parties are infringed during the manufacturing of the goods, in accordance with drawings, samples or other information provided by the customer, the customer exempts the supplier from all claims.
10. Retention of title
10.1 The supplier reserves the ownership of the delivered goods until the fulfillment of all claims arising from the business relationship with the customer.
10.2 The customer is entitled to sell these goods in the ordinary course of business, provided that they meet their obligations arising from the business relationship with the supplier in good time. However, they may neither pledge nor surrender the reserved goods as collateral. They are obliged to secure the rights of the supplier when reselling the reserved goods on credit.
10.3 In the processing of goods by the purchaser, the supplier is considered as the manufacturer and acquires ownership of the newly created goods. If processing takes place together with other materials, the supplier acquires co-ownership with regard to the invoice value of the goods to that of the other materials.
10.4 If, in the case of processing of the reserved goods with an item of the purchaser, this is to be regarded as the main item, then the co-ownership of the item shall pass to the supplier with regard to the invoice value of the reserved goods to the invoice or, failing that, the market value of the main item. In all these cases, the customer keeps the item free of charge for the supplier.
10.5 In the event of default of payment by the purchaser, the supplier is entitled, even without exercising the right of rescission and without granting a grace period, to demand provisional surrender of the reserved goods at the expense of the purchaser, insofar as the production process in the purchaser's business is not permanently disturbed.
10.6 All claims and rights arising from the sale or any letting of goods to which the supplier is entitled, if any, shall be assigned to the purchaser for the purpose of securing the goods that are sold or rented by the supplier. The supplier hereby accepts the resale.
10.7 The purchaser must notify the supplier immediately of any enforcement measures by third parties in the reserved goods or in the claims or other securities assigned to the supplier, handing over the documents that are necessary for an intervention; this also applies to impairments of any kind.
10.8 The supplier is obliged to release the securities that they are entitled to, in accordance with the aforementioned provisions upon request of the customer to the extent that the value of the goods assigned as collateral exceeds the claims to be secured by more than 20%.
11. Material defects
11.1 The condition of the goods is based exclusively on the agreed technical delivery provisions. If we have to deliver according to drawings, specifications, samples, etc. of the purchaser, this assumes the risk of suitability for the intended use. Decisive for the contractual condition of the goods is the time of the transfer of risk, according to paragraph 8.2.
11.2 For material defects that are caused by unsuitable or improper use, faulty installation or commissioning by the purchaser or third parties, resulting from normal wear and tear, faulty or negligent treatment, the supplier is just as responsible for the consequences of improper use and without their consent carries out changes or repair work on behalf of the customer or third parties. The same applies to defects that only insignificantly reduce the value or suitability of the goods.
11.3 Claims for defects shall become time-barred within 12 months. This does not apply if the law prescribes longer periods, in particular for defects in a building and in a product that was used for a building, in accordance with its usual manner of use and has caused its defectiveness.
11.4 If acceptance of the goods or an initial sample inspection has been agreed upon, the complaint of defects that the purchaser could have ascertained, upon careful acceptance or initial sample inspection, is excluded.
11.5 The supplier must be given the opportunity to determine the defect that has been reported. Goods that have been complained about shall immediately be returned to the supplier upon request; the latter assumes the transport costs, if the complaint is justified. If the customer fails to meet these obligations or makes changes to the goods that have already been complained about without the supplier's consent, they will lose any claims for material defects.
11.6 In the event of a justified, timely notice of defects, the supplier shall, at their own discretion, rectify the goods complained about or deliver a faultless replacement.
11.7 If the supplier does not meet these obligations or fails to do so within a reasonable period of time in accordance with the contract, the customer may set a final deadline in writing within which they must fulfill their obligations. After unsuccessful expiration of this period, the purchaser may demand a reduction of the price, withdraw from the contract or have the necessary rectification themselves or by a third party at the expense and risk of the supplier. A reimbursement of costs is excluded if the expenses increase due to the fact that the goods have been moved to a different location after delivery by the supplier, unless this corresponds to the intended use of the goods.
11.8 Legal recourse claims made by the purchaser against the supplier only exist to the extent that the purchaser has not made any agreements with their purchaser that go beyond the legal claims for defects. For the extent of the recourse claims, the last sentence of paragraph 11.7 applies accordingly.
12. Other claims, liability
12.1 Unless otherwise stated below, additional and further claims on behalf of the purchaser with regard to the supplier are excluded. This applies in particular to claims for damages for breach of duties arising from tortious liability. Therefore, the supplier is not liable for damages that did not occur to the delivered goods themselves. Above all, they are not liable for lost profits or other financial losses of the customer.
12.2 The aforementioned limitations of liability shall not apply in the case of intent, gross negligence of the legal representatives or executives of the supplier, as well as culpable violation of essential contractual obligations. In the event of culpable violation of essential contractual obligations, the supplier shall only be liable for the contractually typical, reasonably foreseeable damage, except in cases of intent or gross negligence on the part of its legal representatives or executives.
12.3 Furthermore, the limitation of liability does not apply in those cases in which, under the Product Liability Act, liability exists in the event of errors in the delivered goods for personal or material damages to objects in private use. It also does not apply in the event of injury to life, limb or health and in the absence of warranted characteristics, if and to the extent that the purpose of the guarantee was precisely to protect the partner against damage that was not caused to the delivered goods themselves.
12.4 Insofar as the liability of the supplier is excluded or limited, this also applies to the personal liability of its staff, employees, co-workers, legal representatives and vicarious agents.
12.5 The statutory provisions on the burden of proof remain unaffected.
13.1 Each contracting party will only use all documents (including samples, models and information) and knowledge that it receives from the business relationship for the jointly pursued purposes and keep it secret with the same care as the corresponding private documents and knowledge of third parties.
13.2 This obligation starts from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
13.3 The obligation does not apply to documents and knowledge that are generally known or that were already known to the contracting party upon receipt, without being obliged to maintain secrecy, or which are subsequently transmitted by a third party that is authorised to transfer them or by the receiving contracting party without the use of confidential documents or knowledge of the other contractor.
14. Place of performance, jurisdiction and applicable law, transferability, severability clause
14.1 Unless otherwise stated in the order confirmation, the place of business of the supplier is the place of performance.
14.2 For all legal disputes, including in the context of a bill of exchange and cheque process, the place of business of the supplier is the place of jurisdiction. The supplier is also entitled to file a lawsuit at the customer's registered office.
14.3 Only the law of the Federal Republic of Germany is to be applied to the contractual relationship.
14.4 The application of the United Nations Convention of 11 April 1980 on Contracts for the Sale of Goods (CISG - "Vienna Sales Convention") is excluded.
14.5 Mutual contract rights may only be transferred by mutual agreement.
14.6 Insofar as individual provisions of these General Terms and Conditions should become legally invalid for any reason, the validity of the remaining provisions shall remain unaffected.