Terms of payment and delivery /of Purchase
Terms of Delivery and Payment
1.1 Our Terms of Delivery and Payment apply exclusively to all deliveries made, and services performed, by us. We do not acknowledge any contrary or divergent terms and conditions of the Customer, unless we grant our explicit written consent to their validity. Our Terms of Delivery and Payment shall also apply if we execute the delivery of a consignment without reservation while being aware of contrary or divergent terms and conditions of the Customer.
1.2 Our Terms of Delivery and Payment shall apply only vis-à-vis companies and vis-à-vis corporate bodies under public law as defined by section 310 (1) of the German Civil Code (BGB). They shall apply to all current and future legal relationships.
2. Offers, prices and payments
2.1 Our offers are subject to confirmation.
2.2 The prices quoted by us apply "ex works" unless stated otherwise in the order confirmation. There is a separate charge for packaging. Statutory value-added tax is not included in the prices; it is shown separately in the invoice at the statutory rate.
2.3 Our invoices must be settled without deductions within 30 days of the invoice date. We grant a 2% discount for payments made within 10 days of the invoice date.
2.4 In the event of default on payment, interest on arrears shall be payable at a rate that is 9% above the applicable base rate, but at least 10%.
2.5 The Customer can only offset claims against our claims if its counterclaims have been established in a final and unappealable judgment, are undisputed or have been acknowledged by us. Customers are only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.
3.1 The delivery period stated by us begins with the dispatch of the order confirmation.
3.2 Partial deliveries are permitted and constitute the start of delivery. The delivery shall be deemed to have been carried out if the goods have been dispatched by us in the form agreed with the Customer by the deadline that applies to us.
3.3 Excess or short deliveries of up to 5% of the quantity ordered are permissible. Only the quantity delivered will be invoiced.
3.4 Unforeseen obstacles to delivery, such as force majeure, strike, operational disruptions that are no fault of our own or failure of transportation options that are no fault of our own, entitle us to adjust the delivery period by issuing written notification to this effect without delay.
3.5 In the event of default on delivery, we shall be liable in accordance with the statutory provisions insofar as the underlying contract is a commercial transaction with a fixed date (Fixgeschäft) within the meaning of section 286 (2) no. 4 BGB or section 376 HGB, or if the Customer is entitled to claim that it no longer has any interest in the further performance of the contract.
3.6 If the default on delivery is due to wilful intent, gross negligence or a culpable breach of a material contractual obligation, we shall be liable in accordance with the statutory provisions. Except in cases involving wilful intent, our liability is limited to the foreseeable, typically occurring damage.
4. Transfer of risk
4.1 Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
4.2 The delivery can be covered by transport insurance at the Customer's request and at its expense.
5. Liability for defects
5.1 Claims based on defects asserted by the Customer shall be subject to the proviso that the Customer duly fulfilled its duty to examine and object to defects pursuant to section 377 of the German Commercial Code (HGB). A notice of defect shall must be made in writing.
5.3 Upon request, the Customer shall immediately provide us with samples of the purchased item to which the objection relates.
5.4 If there is a defect affecting the purchased item, we are entitled to choose between subsequent performance by rectifying the defect and delivery of a new item that is free of defects. In the event that the defect is rectified, we shall bear all of the necessary expenses, provided that these are not increased by the fact that the purchased item was taken to a place other than the place of performance.
5.5 In the event that subsequent performance is unsuccessful, the Customer is entitled, at its discretion, to request rescission or a reduction in the purchase price.
5.6 If the Customer asserts claims for damages based on wilful intent, gross negligence or a culpable breach of a material contractual obligation, we shall be liable in accordance with the statutory provisions. If the matter does not involve wilful intent, liability for damages is limited to the foreseeable, typically occurring damage.
5.7 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the German Product Liability Act (Produkthaftungsgesetz).
5.8 Unless otherwise specified above, our liability is excluded regardless of the legal nature of the asserted claim. This applies, in particular, to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for the compensation for material damage in accordance with section 823 BGB. This exclusion also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
5.9 The limitation period for claims based on defects is 12 months, calculated from the transfer of risk. The limitation period for recovering from the supplier pursuant to section 479 BGB remains unaffected.
6. Retention of title
6.1 We reserve the right of ownership of the purchased item until all of our claims against the Customer arising from the business relationship, including future claims, also from contracts concluded at the same time or at a later date, have been settled. This shall also apply if individual or all claims have been included in a running account and the balance has been calculated and acknowledged.
6.2 In the event of attachments or other interventions by third parties, the Customer must inform us immediately in writing so that we can take legal action in accordance with section 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is not in a position to reimburse us for the judicial and extra-judicial costs associated with such legal action, then the Customer shall be liable for the loss incurred.
6.3 The Customer shall be entitled to resell the purchased item in the ordinary course of business; however, it hereby assigns to us in full all claims arising from the resale vis-à-vis its customers or third parties, irrespective of whether the purchased item have been resold without or after processing. We accept the assignment. The customer shall remain authorised to collect the claims even after their assignment. Our authority to collect the claim ourselves remains unaffected. We undertake, however, not to collect the claim as long as the Customer duly meets its payment and other obligations, does not default on payment, and provided that no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, we are entitled to demand that the Customer inform us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor of the assignment.
6.4 The processing of the purchased item by the Customer is always carried out for us. If the purchased item is processed with other objects that do not belong to us, we shall acquire coownership of the new item based on the ratio of the value of the purchased item to the other processed items at the time of processing. The same shall apply if the purchased item is combined with other items that do not belong to us. 6.5 We undertake to release the security to which we are entitled at the Customer's request insofar as the value of our security exceeds the claims to be secured by more than 10%; we shall be responsible for choosing the security to be released.
7. Copyright law
7.1 Our drafts, samples, models, etc. are considered our intellectual property and may not be imitated or used in any other way for replication by the Customer without our consent, even if no special property rights are in place.
7.2 In cases involving drafts, samples, models, etc. submitted by the Customer or manufactured according to the latter’s specifications, the Customer shall assume responsibility for ensuring that the rights of third parties are not infringed and shall indemnify us to this extent against claims for damages asserted by third parties.
8. Data processing
8.1 We are entitled to store, process and disseminate to third parties the data required for order processing in compliance with the relevant data protection regulations and taking the appropriate technical and organisational measures to ensure data security, insofar as this is necessary in order to process the order.
9. Place of jurisdiction and place of performance
9.1 If the Customer is a merchant, the place where we have our registered office is the place of jurisdiction; however, we are also entitled to take legal action against the Customer before the court responsible for the Customer’s place of residence.
9.2 The law of the Federal Republic of Germany applies; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
9.3 Provided that nothing to the contrary is specified in our order confirmation, the place where we have our registered office shall be the place of performance.