Terms and Conditions
1.1 The following terms and conditions of sale and delivery apply exclusively to all deliveries and other services; they only apply to entrepreneurs within the meaning of § 310 para. 1 in conjunction with § 14 Civil Code.
1.2 Deviating conditions of the buyer, which the seller does not expressly recognize, are non-binding, even if the seller does not expressly contradict them.
1.3 The inclusion and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the buyer himself, are governed exclusively by the law of the Federal Republic of Germany. The application of the uniform law on the conclusion of international sales contracts for movable objects, the uniform law on the international purchase of movable objects of the UN sales law are excluded.
1.4 The invalidity of individual provisions of this contract or its components does not affect the effectiveness of the remaining provisions. The contractual partners are obliged to replace an ineffective provision with an effective provision that is equivalent to its economic success as far as is reasonable and in good faith, provided this does not result in any significant change in the content of the contract; the same applies if a situation that requires regulation is not expressly regulated.
1.5 The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the place of jurisdiction responsible for the seller's registered office, insofar as the buyer is a merchant. The seller is also entitled to sue before a court that is responsible for the registered office or a branch of the buyer.
2. Offers, scope of services and conclusion of contract
2.1 Contract offers by the seller are non-binding.
2.2 The order confirmation of the seller is exclusively decisive for the scope of the contractually owed service.
2.3 The seller reserves the right to make changes to the design, the choice of materials, the specification and the design even after an order confirmation has been sent, provided these changes do not contradict the order confirmation or the specification of the buyer. The buyer will also agree to the seller's suggestions for changes that go beyond this, insofar as these are reasonable for the buyer.
2.4 Partial deliveries are permitted as long as they are reasonable for the buyer.
2.5 The documents on which the offer or order confirmation is based, such as illustrations, drawings, dimensions and weights, are generally only to be understood as approximate values, unless they are expressly designated as binding.
2.6 The seller reserves the property rights and copyrights to all drawings and other documents made available to the buyer by the seller. Without the consent of the seller, these documents may not be used in any other way, in particular they may not be duplicated or made accessible to third parties. Upon request, they must be returned to the seller without delay.
3.1 All prices stated in the seller's offers are net in euros from the seller's warehouse, excluding transport/packaging and other ancillary costs and excluding sales tax.
3.2 The weights, number of pieces and quantities determined by the seller are decisive for the calculation of the prices. For orders / deliveries with a goods value of less than € 35.00, the seller reserves the right to charge a small quantity surcharge.
3.3 Any costs incurred for packaging, transport, insurance and commissioning will be charged separately by the seller, as will sales tax at the respective statutory rate.
3.4 If, in the case of contracts that only provide for delivery / service for a period of more than 4 months after the conclusion of the contract, cost increases occur during the period from conclusion to execution, the seller is entitled to demand higher prices to the same extent.
4. Delivery and service times
4.1 Deadlines and dates given by the seller are only binding if they have been expressly agreed as binding.
4.2 The deadlines specified by the seller begin on the date of the written declaration of acceptance or confirmation by the seller, but not before all commercial or technical details, permits and approvals have been determined Releases, before all other necessary requirements have been met and before the buyer has received payments due to the seller.
4.3 The envisaged deadlines will be extended appropriately if the contract is changed or supplemented or if the buyer does not fulfill his obligations to cooperate in good time.
4.4 Force majeure and other extraordinary circumstances, such as labor disputes and government measures, regardless of whether they occurred at the seller or his suppliers, release the seller from ; for the duration of their effects and, if they lead to the impossibility of performance, completely from the delivery / performance obligation. Any contractual penalty that may have been agreed shall also not be deemed to have been forfeited under these circumstances.
4.5 Any claims for damages by the buyer due to late delivery / service or non-delivery / service are limited to the amount of the offer or invoice amount on which the respective delivery / service is based. This does not apply to liability for damage resulting from injury to life, limb or health. For the rest, Section 10 applies accordingly.
5. Acceptance / Acceptance
5.1 The buyer must accept or accept the delivery / service immediately, but no later than within 8 working days of the seller's request.
5.2 If the buyer does not accept the delivery / service, the seller is entitled, after a further period of 8 working days, to withdraw from the contract and to demand damages for non-performance, namely after Choice of the seller either compensation for the damage incurred or - without proof of the damage - 10% of the H. of the agreed price, unless the buyer proves that no damage or less damage has occurred.
6.1 All payments are to be made by the buyer within 14 days of receipt of the invoice with a 2% discount, but at the latest within 30 days of the date of the respective invoice without any deductions to the seller. This also applies to the granting of Interim invoices.
6.2 The seller is entitled to charge the buyer interest of 8% above the currently valid discount rate of the European Central Bank per annum plus any commissions and costs from the date of default . The assertion of a demonstrably higher damage remains reserved.
6.3 If, after the conclusion of the contract, circumstances become known that give rise to doubts about the solvency and/or creditworthiness of the buyer (e.g. default in payment, late cashing of bills of exchange or cheques, insufficient information), the seller is entitled to make all outstanding - including deferred - invoice amounts due immediately and to refuse the delivery / service incumbent on him until the buyer provides the consideration and / or the due claims - also from any other business of an ongoing Business relationship - fulfilled or provided security for this.
7. Assignment / retention / offsetting
7.1 Offsetting and retention are excluded, unless the offsetting claim is undisputed or legally established.
7.2 The buyer is not entitled to assign claims against the seller to third parties without the seller's written consent.
7.3 The buyer is not entitled to assert rights of retention against the seller due to any counterclaims from other transactions; Section 7.2 applies accordingly to 8. Place of Performance / Passing of Risk
8. Place of performance / transfer of risk
8.1 The place of performance for deliveries and services is the registered office of the seller. Clause 10 (warranty) applies to them accordingly.
8.2 The risk for all deliveries and services provided by the seller passes at the latest when the delivery leaves the warehouse or the seller's business premises, on the customer. The customer undertakes any returns at his own risk.
8.3 If the acceptance / acceptance of the service / delivery of the seller is delayed for reasons for which the buyer is responsible, the risk passes at the latest on the 7th working day after request in accordance with ; Clause 5.1 to the buyer.
8.4 If the seller delivers to countries of the European Union, the buyer must provide the seller with his VAT ID number. as well as all other information required for processing (e.g. confirmations of transport and final destination) to be made available immediately.
9. Retention of title
9.1 The seller retains ownership of the items delivered and/or installed by him (reserved goods) until they have been paid in full. The buyer must keep the reserved goods in proper condition. He is obliged to separate storage, labeling and adequate insurance of the reserved goods. At the first request of the seller, he must assign any claims against the insurer to the seller.
9.2 The buyer is entitled to resell, process, mix or combine and then sell reserved goods within the framework of extended retention of title, provided that this is part of the ordinary course of business he follows. The buyer is not permitted to pledge or assign by way of security goods subject to retention of title. The buyer may only transfer ownership of the reserved goods to his customers after the seller's claims have been settled in full.
9.3 In the event of seizure, confiscation or other dispositions by third parties, the buyer must inform the seller immediately and provide him with all information and documents that are necessary to safeguard of his rights are required. Enforcement officers or third parties must be made aware of the seller's ownership.
9.4 Any processing or transformation of the reserved goods is carried out by the buyer for the seller. If the buyer combines or mixes the reserved goods with other goods that do not belong to the seller, the seller acquires co-ownership of the new item in the ratio in which the total value of the new item to the invoice value of the goods subject to retention of title. The item newly created from the processing is also deemed to be reserved goods within the meaning of these conditions.
9.5 The buyer assigns all claims with ancillary rights to which he is entitled in connection with the resale as well as any claims against his insurer as security in advance to the seller. In the event of export of the items, the buyer further hereby assigns to the seller all claims to which he is entitled in connection with the export against domestic and foreign banks or in the future are entitled to, in particular the claims from debt collection orders, from letters of credit or letter of credit confirmations as well as from sureties and guarantees. If the reserved goods are sold by the buyer together with other goods that do not belong to the seller, either without or after processing, the claims in the amount of the invoice value of the reserved goods are assigned to the seller.
9.6 The buyer is entitled and obliged to collect the claims from the resale despite the assignment, as long as the seller does not revoke this authorization. He has to pay the included amounts immediately in the amount of the claims to which the seller is entitled.
9.7 The seller is obliged to release the reserved goods and the assigned claims as soon as all of his claims against the buyer have been satisfied. Upon request, the seller is already obliged to release items or claims of his choice if and to the extent that the realizable value of the reserved goods and the assigned claims exceed the total amount of his secured claims against the buyer in Hö ;he from 20 v. H. (for default, utilization and other ancillary costs). The value of the reserved goods is based on the purchase prices. The value determined in this way is used to determine the security value (realizable value) by a discount of 25%. H. and for each year after acquisition by a further annual deduction of 50 per cent. H. to shorten. The realizable value of the assigned claim is set at 75%. H. set their face value. Insofar as claims have not been transferred to the seller (e.g. in the case of prohibitions on assignment) or are encumbered with the rights of third parties, they will not be offset.
9.8 The seller is entitled to realize the collateral if the buyer does not meet his obligations when they are due despite a reminder with a reasonable grace period and simultaneous threat of realization.
10.1 If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately upon receipt, insofar as this is possible in the ordinary course of business, and if if a defect becomes apparent, to notify the seller of this defect immediately. If the buyer fails to do so, the goods shall be deemed approved unless there is a defect that was not apparent during the inspection. Incidentally, the &Uum;§ 377 ff. HGB.
10.2 The claims for defects are limited to supplementary performance. If the supplementary performance fails, the buyer has the right to demand a reduction in payment or cancellation of the contract.
10.3 Further claims of the buyer, as far as these do not result from a guarantee, are excluded. This does not apply in the event of intent, gross negligence or breach of essential contractual obligations by the seller or in the case of liability for damage to life, body and health of the legal subjects.
10.4 Complaints about partial deliveries do not entitle the customer to refuse performance of the entire contract.
10.5 Claims for defects become statute-barred one year after delivery of the purchased item. 10.6 Used items are delivered by the seller without any guarantee.
11. Goods returns
11.1 Returns are accepted within 14 days of delivery, provided the goods are unused and in their original packaging and were sent to us free of charge upon presentation of a copy of the invoice or delivery note. Returns are generally only accepted after prior notification and agreement.
11.2 The processing fee in the event of a return will be deducted at cost, but amounts to 15% of the credit value, at least EUR 10.00, plus statutory VAT.
11.3 Excluded from return or exchange are: measuring tools, non-catalog items, other special items, preset power tools, custom-made products, labeled or marked items, parts that were already installed, accumulators, batteries and products with limited Shelf life.
12.1 Claims for damages by the buyer for negligent behavior are excluded, provided that there is no breach of essential contractual obligations. Essential to the contract are the obligation to provide timely, defect-free delivery and installation as well as advisory, protection and care obligations that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer’s personnel or Third parties or the property of the client against significant damage. 12.2 If items are placed in the seller's custody, such custody shall be at the risk and expense of the buyer. Unless otherwise agreed, the buyer is obliged to pay the seller the usual fee for storage for a commercial warehouse keeper.
13.1 The buyer agrees that the seller stores the data of the buyer and the individual contracts required within the framework of the business relationship via EDP and uses it for his own purposes.< /p>";