Applicable only to entrepreneurs
in the sense of §14 BGB
1.1 The following conditions apply exclusively to all of our deliveries and services, unless otherwise expressly agreed in writing.
1.2 Conditions of the customer only apply if and to the extent that we expressly recognize them in writing. Even if we refer to documents that contain or refer to the terms and conditions of the customer or a third party, this does not constitute consent to the validity of those terms and conditions.
2.1 Information and advice regarding our products are based on our previous experience. The values given here, in particular with regard to the possible uses of our goods, are only average values and do not represent an indication of the quality of the goods. We cannot assume any obligation to strictly adhere to the values and possible uses. If the customer is nevertheless entitled to claims for damages, section 7 applies.
2.2 All documents and objects, such as drawings, samples or models that we make available to the customer in connection with our offers, remain our property. We are entitled to the copyrights and related property rights within the meaning of the copyright law to these documents and objects. The customer is not authorized to disclose the documents made available to him to third parties without our prior written consent.
3.1 Our offers are always subject to change and non-binding, unless we specify a binding period of validity for us or a specific acceptance period. A delivery contract is only concluded when we expressly confirm the customer's order in writing or when we deliver without separate confirmation. Our order confirmation is decisive for the content of the delivery contract; in the case of delivery without a separate order confirmation, our delivery note is the order confirmation. Oral declarations or promises prior to the conclusion of the contract are non-binding in any case and will be replaced by the written contract, unless it is expressly stated in each case that they continue to apply in a binding manner.
3.2 All information on our products, in particular the images, drawings, information on quality, quantity, weight, dimensions and performance contained in our offers and publications, only provide approximate values and are not information on properties. Insofar as no limits are set in the order confirmation for permissible deviations and none result from expressly recognized customer specifications, deviations customary in the industry are permissible in any case. The quality, suitability, qualification and function as well as the intended use of our goods are determined exclusively by our service descriptions and technical qualifications. Public statements, promotions or advertising by us or third parties do not represent an indication of the quality of the goods.
3.3 Guarantees regarding the quality or durability of our goods must be expressly marked as such in the order confirmation. In the case of the delivery of samples or specimens, their quality is not guaranteed unless otherwise expressly stated in the order confirmation. The same applies to the details of analyzes.
4.1 In the case of delivery periods and dates that are not expressly specified as fixed in the order confirmation, but are only approximate, the customer can set us a reasonable delivery period two weeks after the expiry of these delivery periods and dates. We are only in default once the grace period has expired. Delivery periods do not begin to run before the customer has provided the documents to be obtained by him, such as approvals or releases of product drawings, and we have not received a down payment, provided that a down payment has been agreed in writing.
4.2 In the event of delay in delivery or impossibility of delivery, we are only liable for claims for damages in accordance with Section 7. The damage caused by delay to be compensated by us according to Section 7 is limited to 0,5% of the value of the late delivery or partial delivery for each completed week, however, to a maximum of 5% of the value of the delayed (partial) delivery.
4.3 In the event of force majeure, such as operational disruptions, transport delays, measures in the context of labor disputes, in particular strikes and lockouts, as well as non-delivery, incorrect or delayed delivery by our supplier, for whatever reason (reservation of self-supply), and other performance obstacles that are not represented by us, we can postpone the delivery for the duration of the hindrance and a reasonable start-up time thereafter. If the obstacle is likely to be permanent, we have the right to refuse delivery of the goods in whole or in part. In this case, the customer is not entitled to any claims for damages against us. He is not obliged to provide the consideration and receives back the down payment made by him.
4.4 We are entitled to make partial deliveries if
- the partial delivery can be used by the customer within the scope of the contractual intended purpose,
- the delivery of the remaining goods ordered is ensured and
- The customer does not incur any significant additional work or additional costs as a result, unless we declare that we are ready to assume these costs.
The place of performance is always D-88131 Lindau.
4.5 If delivery on call has been agreed, the calls must be made within three months of the conclusion of the contract, unless otherwise agreed in writing. If the delivery is not called up on time, Section 4.7 shall apply accordingly.
4.6 All sales are from our warehouse locations. Dispatch and transport are always at the risk of the customer. In this case, even in the case of partial deliveries, the risk is transferred to the customer as soon as the shipment has been handed over to the person performing the transport - regardless of whether it is a person belonging to our company or a third party - or for the purpose of dispatch has left our factory, unless section 4.7 applies.
4.7 If the customer refuses to accept the goods or if the dispatch of the delivery is delayed for other reasons for which the customer is responsible, the risk is transferred when the customer defaults in acceptance. The customer bears storage costs after the transfer of risk. We are entitled to charge storage costs at a flat rate of 2,0% of the invoice amount for each month or the actual damage, unless the customer can prove lower damage. In addition, we can set the customer a grace period of 14 days and, after the deadline has expired without result, withdraw from the contract or demand compensation instead of performance.
5.1 Our prices include standard packaging and plus the respective statutory value added tax. Usual packaging included in the sales price will not be taken back by us. Packaging made available on loan must be delivered to us carriage paid immediately after emptying, but no later than within thirty (30) days. If this deadline is exceeded, we will charge the cost of the packaging provided on loan. Crates, with the exception of one-way crates, will be credited with 30/2 of the calculated value if they are returned carriage paid within thirty (3) days after delivery.
5.2 Unless otherwise agreed in writing, all shipping costs are to be borne by the customer. The freight tariffs, customs duties and other fees incurred during shipping on the day of delivery are decisive.
5.3 The customer is not entitled to reduce our claims by counterclaims or to assert a right of retention, unless the counterclaims or the right of retention have been recognized by us in writing or have been legally established.
5.4 The purchase price is payable within 30 days of the invoice date. At the end of this period, the customer is in default of payment.
5.5 If payment deadlines are exceeded, we will demand interest at a rate of 8% above the respective base rate of the European Central Bank, unless a higher damage is proven.
5.6 Our claims are due immediately, regardless of the term of bills of exchange accepted on account of performance, if contractual agreements are not adhered to by the customer. In the event of default in payment, protest against bills of exchange and suspension of payments by the customer, we can demand immediate payment of our total claim - including any claims from current bills of exchange - regardless of the agreed due date. This also applies if we become aware of circumstances that give rise to justified and significant doubts about the solvency or creditworthiness of the customer, even if these circumstances already existed when the goods were ordered, but were not or are not known to us had to. In all cases mentioned, we are also entitled to only carry out outstanding deliveries against advance payment or security and, if the advance payment or security is not made within two weeks, to withdraw from the contract without setting a new deadline. Further claims remain unaffected.
5.7 The customer is not entitled to assign claims from this contract to third parties without our written consent.
6.1 All delivered goods remain our property (reserved goods) until the customer has settled all existing claims and claims arising after the conclusion of the contract.
6.2 Processing of the goods subject to retention of title takes place for us as a supplier within the meaning of Section 950 of the German Civil Code (BGB), without binding us. Treated and processed goods are considered reserved goods in accordance with Section 6.1. If the customer processes, combines and mixes the goods subject to retention of title with goods of other origin to create a new item or a mixed stock, we shall be entitled to co-ownership of the goods in the ratio of the invoice value of the goods subject to retention of title at the time of delivery to the value of the other processed or mixed goods. The co-ownership share applies as reserved goods in accordance with Section 6.1.
6.3 If the goods subject to retention of title are combined with other items and if an item belonging to the customer is to be regarded as the main item within the meaning of • 947 BGB, it is already agreed that a co-ownership share in the ratio of the invoice value of the goods subject to retention of title to the value of the main item is transferred to us and the customer keep the thing for us free of charge. The co-ownership share applies as reserved goods in accordance with Section 6.1.
6.4 The customer has to keep the reserved goods for us. Upon request, we must be able to take stock and provide adequate labeling at the location of the respective storage at any time. The customer must notify us immediately of any seizure or other impairment of our rights by third parties, stating all the details that enable us to take all legal means.
6.5 The customer may only sell the reserved goods in the ordinary course of business under his normal conditions and with the agreement of a retention of title to the extent drawn up by us, if it is ensured that his claims from the resale are transferred to us in accordance with Clauses 6.6 to 6.8.
6.6 The customer hereby assigns to us the claims from the resale of the reserved goods, also within the framework of contracts for work and services or contracts for the delivery of movable objects to be manufactured or to be produced, with all ancillary rights. They serve to the same extent for our security for the reserved goods. The buyer is only entitled to assign the claims to third parties with our prior written consent.
6.7 If the customer sells the reserved goods together with other goods not supplied by us, the assignment of the claim from the resale is only valid in the amount of the invoice value of our reserved goods at the time of delivery. In the case of the sale of goods in which we have co-ownership in accordance with Clause 6.2 or 6.3, the assignment of claims applies in the amount of this co-ownership share.
6.8 If the assigned claim is included in a current invoice, the customer already now assigns to us a part of the balance corresponding to the amount of this claim, including the final balance from the current account.
6.9 Until further notice, the customer is entitled to collect claims from the resale in accordance with Clauses 6.5 to 6.7.
If the customer does not fulfill his obligations from this contract or other contracts with us or if we become aware of circumstances that reduce his creditworthiness, so
- we can prohibit the resale, the treatment and processing of the reserved goods as well as their mixing or combination with other goods;
- we can withdraw from this contract; then the customer's right to possession of the reserved goods expires and we can demand the return of the reserved goods; we are then entitled to enter the customer's premises and to take possession of the goods subject to retention of title at the customer's expense and to make the best possible use of them, regardless of the customer's payment and other obligations, by private sale or by auction; We will credit the sales proceeds to the customer after deducting costs incurred against his liabilities; we will pay him any surplus;
- Upon request, the customer must inform us of the names of the debtors of the claims assigned to us so that we can disclose the assignment and collect the claims; all proceeds to which we are entitled from assignments are to be forwarded to us immediately upon receipt if and as soon as claims on our part against the customer are due;
- we are entitled to revoke the direct debit authorization issued.
If the value of the securities to which we are entitled exceeds the claims by more than 20% in total, we are obliged to release securities of our choice at the customer's request.
7.1 The customer must carefully examine the delivered goods immediately after they arrive at the destination, even if samples or samples have been sent beforehand. In particular, the goods must be checked for their condition. If boxes, cartons or other containers are delivered, random checks are to be carried out. The delivery is considered approved if a complaint is not made within three (3) days after receipt of the goods at the destination, or if the defect was not recognizable during the inspection within three (3) days of its discovery, in writing or by fax with a precise description of the defect has been received by us.
7.2 Transport damage must be reported to the freight forwarder immediately; the reporting requirements of the General German Forwarding Conditions apply.
7.3 In the event of a justified and timely notification of defects, we shall, at our option, provide supplementary performance through repair or replacement.
7.4 If the subsequent performance or replacement delivery fails, the customer can demand a reduction in the purchase price or cancellation of the contract. If the defects are only minor, the customer has no right of withdrawal. If the customer chooses to withdraw from the contract after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect.
7.5 If the customer receives inadequate assembly instructions, we are only obliged to deliver faultless assembly instructions, and only if the fault in the assembly instructions prevents proper assembly.
7.6 The above provisions finally contain the guarantee for our goods. In particular, we are liable for all other claims for damages due to or in connection with defects in the delivered goods, regardless of the legal basis, exclusively in accordance with Clauses 7.7 and 7.9.
7.7 We are only liable for claims for damages due to culpable acts, regardless of the legal reason, including delay, defective delivery, breach of obligations from a contractual relationship or of obligations in contractual negotiations, tort, product liability (except liability under the Product Liability Act) in the case of willful intent or gross negligence. Liability for slight negligence is excluded, unless the purpose of the contract is significantly endangered by the violation (cardinal obligation). In this respect, the term cardinal obligation abstractly describes those obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and which the contractual partner can regularly rely on to be observed. In such a case of breach of a cardinal obligation, liability is limited to the typically foreseeable damage at the time the contract was concluded. This limitation does not apply to injuries sustained by the customer to life, limb or health. Personal liability of our legal representatives, vicarious agents and company employees for damage caused by them through slight negligence is excluded.
7.8 Before we make a claim, the customer is obliged to first pursue all possible claims against our sub-supplier. For this purpose, we undertake to assign any warranty and compensation claims to which we are entitled against our sub-suppliers. The customer is obliged to pursue the claims in court. If the use of our sub-supplier remains unsuccessful, the customer is entitled to make use of us in accordance with Clauses 7.7, 7.9.
7.9 The customer's warranty claims expire within one year from delivery of the goods. Claims for compensation by the customer expire within one year from delivery of the goods. This does not apply if we be accused of fraud.
Agreements between the customer and his customers that go beyond the statutory warranty claims are not at our expense.
8.1 The relationships between us and the customer are subject to the law of the Federal Republic of Germany. The UN Sales Convention (CISG) as well as other, also future intergovernmental or international agreements will not apply, even after their adoption in German law.
8.2 The place of jurisdiction for all disputes in connection with the delivery transaction is, at our option, D-88131 Lindau or the customer's registered office, for complaints by the customer only D-88131 Lindau. Statutory regulations on exclusive responsibilities remain unaffected. This jurisdiction agreement does not apply to customers who are non-traders.
9.1 Changes and additions to this contract, including this written form clause, must be made in writing to be effective. The same applies to ancillary and additional agreements.
9.2 Business with entrepreneurs is treated equally business with legal persons under public law and public law special funds.
9.3 Should any provision of this contract be or become wholly or partially ineffective, the ineffectiveness of this provision shall not affect the effectiveness of all other provisions of this contract. The ineffective provision is to be replaced by a legally valid provision which, in economic terms, comes as close as legally permissible to the purpose of the ineffective provision. The same applies to any loopholes in this contract.