Terms and conditions
§ 1. General
- Our deliveries, services and offers are subject to the following Terms and Conditions. They apply to all contracts, deliveries, services and offers, including consultancy services, etc. Deviations from these General Terms and Conditions - in particular with the application of the customer’s general Terms and Conditions - are effective only if we acknowledge this in writing.
- Any purchasing conditions of the customer are hereby rejected. They also will not be recognised if we do not expressly contradict them again after their receipt. Where our Terms and Conditions cover the customers’ Terms and Conditions the coinciding clauses apply, even if in other respects the conditions of the customer are hereby rejected.
- Our offers in terms of price, quantity, delivery time and availability are subject to change. All orders, even if they are accepted by agents or employees, or side agreements to these conditions, shall be invalid unless confirmed in writing, as is any change to an already confirmed order.
- With the utilisation of delivered goods possible existing rights of third parties are to be observed.
- In all cases individual agreements take precedence over these Terms and Conditions.
§ 2. Delivery
- When we use our own packaging und transport our special packaging conditions apply.
- If the customer is in arrears, our obligation to deliver is suspended.
- If the culpable exceeding of an agreed delivery time applies, penalties for delayed delivery only apply after an appropriate period of grace.
§ 3. Scope of delivery
The data resulting from our brochures, sales letters or other offering documents, in particular weight and content information, do not represent guaranteed properties, unless they are expressly designated as binding.
§ 4. Terms of payment
- Unless otherwise agreed, our invoices are to be paid within 14 days of the invoice date net cash. VAT at the statutory rate will be charged.
- Bills of exchange are not accepted as payment.
- In default of payment we calculate interest of 3% above the current base rate level in view of possible further damage. If the client delays payment by one week, the remaining installments will be due immediately.
- If payment is delayed and reasonable doubts as to the solvency or credit worthiness of the customers exist, we are entitled - without prejudice to our other rights - to demand security or advance payments for outstanding deliveries and to make all claims from the business relationship immediately.
- We are entitled to offset payments on previous debts notwithstanding any provision of the customer, when we inform him of the type of settlement. Where costs and interest have already been incurred, we are entitled to offset the payment first against costs, then against interest and finally against the main services offered.
- Only uncontested or legally established claims entitle the customer to the offset or retention of payments.
§ 5. Delivery time delays
- Delivery dates are only binding after written confirmation. An agreed period begins on the date of our order conditions, but not before the buyer has undertaken ??all his duties of cooperation, in particular, has made any agreed deposit. The foregoing also applies if delivery periods or dates have been expressly agreed.
- If we default, the customer can withdraw from the contract after expiry of a reasonable period of grace. In case of partial default, there is a corresponding partial right of withdrawal.
- Partial deliveries are permitted.
§ 6. Delivery
- Loading and shipment are uninsured and at the risk of the recipient.
- We will endeavour to take into account the needs and interests of the customer in terms of mode and route of dispatch. Any additional costs - also in case of agreed carriage-paid delivery - will be borne by the customer.
§ 7. Default of acceptance
- If the customer delays acceptance of our goods, we are entitled, after a grace period of 14 days, to claim damages for non-fulfillment or to withdraw from the contract. In the second case we can – without prejudice to the possibility of claiming higher actual damages - demand 15% of the sale price as compensation without proof.
- If our services become impossible during default of acceptance, the customer remains, notwithstanding, obliged to consideration (quid pro quo)
§ 8. Force Majeure
In the case of force majeure – those circumstances and events that can not be prevented with the diligence of a proper business management – the parties to a contract are released from their contractual obligations for the duration of the disturbance. Should resulting delays exceed a period of six weeks, both parties are entitled to withdraw from the affected scope of delivery of the contract. Other claims are excluded.
§ 9. Warranty
- All information about the suitability, processing and application of our products is given in good faith but does not relieve the customer of the legal duty of investigation.
- The customer can withdraw in accordance with the statutory provisions of the contract only if this represents breach of duty by us; in the case of defects, however, the statutory requirements apply. The customer must give notice of breach of duty within a reasonable period of time set by us and declare whether he wishes to withdraw from the contract or insists on delivery.
- The customer may not refuse acceptance in the case of a minor defect.
- The right to choose between remedial action and new delivery is in any case up to us. If subsequent performance fails, the customer has the right to reduce or to withdraw from the contract. This does not affect the customer's right to request in accordance with statutory provisions and conditions of this compensation instead of performance.
- § 377 HGB remains unaffected.
- Warranty claims do not exist with only minor deviations from the agreed quality or only minor impairment of usefulness.
§ 10. Liability
- We are liable in cases of intent or gross negligence, as are our representatives or agents, in accordance with statutory provisions. In addition, we adhere to the exclusion of further liability under the Product Liability Act, concerning injury of life, body or health or culpable violation of essential contractual obligations. The claim for damages for the breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage. Our liability in cases of gross negligence on the contract-typical, foreseeable damage is limited if none of the exceptions listed in clause 2 of this subsection. 1 is present.
- Liability for damage caused by the delivery to legal property of the customer, e.g. damage to other property is completely excluded. This does not apply in cases of intent or gross negligence or based on liability for injury of life, body or health.
- The provisions of paragraphs 1 and 2 shall cover damages in addition to performance and compensation in lieu of performance, regardless of the legal reason, in particular because of defects, breach of duties arising from the contractual obligation or tort. They also apply to the claim for reimbursement of expenses. The liability for delay shall be governed by para. 4, the liability for impossibility according to para. 5
- In the delay services we are liable in cases of intent or gross negligence, as are our representatives or agents, in accordance with statutory provisions.
In cases of gross negligence our liability is limited to contract-typical, foreseeable damage if none of the exceptions listed in clause 5 para. 4 is present. Furthermore our liability for delay in services is limited to 20% of the value of the services and compensation for services is limited to 20% of the value of the delivery/services. Further claims of the customer are - even after the expiry of a deadline set - excluded. The above limitations do not apply to liability for injury to life, body or health.
- In the case of impossibility of delivery / performance we are liable in cases of intent or gross negligence, as are our representatives or agents, in accordance with statutory provisions. In cases of gross negligence our liability is limited to contract-typical, foreseeable damage if none of the exceptions listed in clause 5 para. 5 is present. Furthermore, our liability is limited due to impossibility of performance to compensation and reimbursement of expenses to a total of 20% of the value of goods / services. Further claims of the customer due to the impossibility of delivery are excluded. This limitation shall not apply in case of intent, gross negligence or based on liability for injury of life, body or health. The customer's right to withdraw from the contract remains unaffected.
§ 11. Retention of title
- Until full payment of our claims from the business relationship with the customer the goods remain our property. The customer is authorised to dispose of the purchased goods in the ordinary course of business.
- The retention of title extends to products resulting from the processing, mixing or combining of our goods to their full value whereby we are considered the manufacturer. If in the processing, mixing or combining with goods of third parties ownership rights exist, we shall acquire co-ownership in proportion to the invoice value of the processed goods.The customer gives up the claims resulting from resale to third parties at this stage altogether or to the amount of our co-ownership as security. He is entitled to collect these claims up to the revocation or until the cessation of his payments to us for our bills.
- The customer is also not authorised to assign these claims for purposes of debt collection by way of factoring, unless the following obligation of the factor is at the same time established: The consideration in the amount of our debt share is immediately to be effected at us as long as our claims against the customer exist.
- In case of seizure, confiscation or other dispositions by third parties on our goods and / or demands the customer has to refer to our ownership or to the assignment and to inform us immediately in writing.
- The exercise of the retention of title does not mean the cancellation of the contract.
- The products and the resulting claims may have replaced them before full payment of our claim to any third party pledged or transferred or assigned as security.
- If the value of the securities exceeds our claims by more than 20%, we shall release collateral of our choice, at the customer's request.
- In the case of breach of contract by the customer - in particular default in payment - we are entitled to take back the reserved goods or if necessary to request assignment of claims against third parties. Repossession and the seizure of the reserved goods by us - unless the Hire Purchase Act applies – does not rescind the contract.
§ 12 Limitation periods
- The limitation period for claims and rights due to defects of deliveries / services - based on whatever legal reason - shall be 1 year. However, this does not apply pursuant to § 479 para 1 BGB for recourse by the contractor. These are subject to a limitation period of 3 years.
- The periods of limitation under paragraph 1 shall also apply to all claims against the customer for damages connected to defects, irrespective of the legal basis of the claim. If there exist claims for damages of any kind against us, not related to the defect, they are subject to the statute of limitations of para. 1 clause 1.
- ... Limitation periods under paragraph 1 and paragraph 2 shall apply with the following proviso:
- The statute of limitations generally does not apply in cases of intent.
- The statute of limitations does not apply if we have fraudulently concealed the defect or where we have assumed a guarantee for the quality of the supplies / services. Where we have fraudulently concealed a defect, the statute of limitations applies that would apply if no deliberate concealment had happened, excluding the extension of fraudulent intent under § 438 para.3 and §634a para 3 of the BGS (Bundesgesetzbuch)
- The statute of limitations does not apply to damage claims in the event of injury to life, body or health or freedom, for claims under the Product Liability Act, in case of grossly negligent breach of duty or breach of contract.
§ 13 Applicable Law, Place of Jurisdiction, Partial Invalidity
- With these terms and conditions and the entire legal relationship between the customer and us the laws of the Federal Republic of Germany apply.
- If the customer is a trader as defined by the HGB, our company is based in the exclusive jurisdiction for all disputes arising from the contractual relationship, directly or indirectly arising disputes.
- If any provision in these Terms and Conditions is or becomes invalid, this shall not affect the validity of the remaining provisions.