§ 1 General, Scope
1. Our terms of sale, delivery and payment apply to all of our orders, deliveries and other services. Our terms of sale, delivery and payment also apply to all future contracts with the customer / buyer as well as to future deliveries and other services to be provided to him. Our terms of sale, delivery and payment apply accordingly to work and services. Instead of acceptance of the delivered goods, the acceptance of the work takes place and the acceptance of the service in the case of services.
2. Our terms of sale, delivery and payment apply exclusively and only to companies within the meaning of Section 310 (1) BGB. Any terms and conditions of the customer / buyer that contradict or deviate from these terms of sale, delivery and payment are contradicted.
§ 2 Conclusion of contract
1. All our offers are non-binding. The information on dimensions, weights, services or materials contained in our offer declarations, catalogs, brochures, price lists, drawings and similar documents are made carefully, but not binding, unless they are expressly designated as binding. The same applies to all design information and suggestions. We reserve the right to make changes due to technical developments.
The drawings, samples and documents made by us remain our property; they may not be made accessible to third parties without our consent. In this respect, we refer to our copyright.
2. The contractually owed properties of the goods / purchased items are based exclusively on the product description and the written agreements. Any ideas unilaterally expressed by the customer / buyer are also disregarded, as are advertising statements and other public statements by us or one of our assistants.
3. Models, tools and other equipment for the execution of an order always remain our property, even if we charge part of the costs.
4. Orders, changes to the contract and supplements as well as ancillary agreements must be made in writing. Orders placed by telephone or in any other form are deemed to have been accepted when the goods and the invoice are dispatched or handed over.
§ 3 prices, payment
1. Unless a special agreement has been made, the prices stated in the catalogs and price lists on the day the order is received apply in euros (EUR) per piece or according to the specified unit of measure, plus the applicable statutory value added tax.
2. Unless otherwise agreed, payment must be made within 30 days of the invoice date.
3. In the event of new business relationships or unfavorable information about the customer / buyer, we reserve the right to deliver against cash on delivery or prepayment.
4. Counterclaims of the customer / buyer only entitle him to offset or withhold if they have been legally established or are undisputed.
§ 4 delivery, delivery time
1. Delivery is ex works, freight collect, and excluding packaging.
2. Delivery by us is subject to timely and correct delivery from stock.
3. All delivery time details are non-binding guide values and assume the fulfillment of the contractual obligations of the customer / buyer. Delivery periods and dates are only binding if they are confirmed by us in writing. The delivery times and dates then refer to the time of dispatch or notification of readiness for dispatch and begin with the date of the order confirmation, but not before all details of the order have been fully clarified, the documents, permits or releases to be provided by the purchaser / buyer have been provided
as well as before receipt of an agreed down payment.
4. Delay in delivery does not occur as long as the orderer / buyer is in arrears with a liability.
5. We are entitled to make partial deliveries to a reasonable extent.
6. In the event of force majeure in the context of labor disputes, in particular strikes and lockouts, transport and operational disruptions of any kind, as well as the occurrence of unforeseen obstacles that are beyond our control, the delivery time is extended appropriately. This also applies if the circumstances occur with subcontractors. If delivery or service becomes impossible due to the circumstances mentioned, we shall be relieved of the delivery obligation
7. If the delivery is delayed at the request of the customer / buyer, we are entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item passes to the purchaser / buyer at the time of default in acceptance. After setting and unsuccessful expiry of a reasonable deadline, we are entitled to otherwise dispose of the delivery item and to deliver to the customer / buyer with an extended deadline.
§ 5 dispatch, transfer of risk and receipt
1. The goods are delivered at the risk of the purchaser / purchaser and are transferred to the purchaser / purchaser at the latest when the delivery parts are dispatched or handed over to the carrier / transport company. This also applies in the event that partial deliveries are made or we take on other services such as shipping costs or commissioning
2. Unless otherwise agreed, the route and means of dispatch are left to our choice.
3. Delivered items are to be accepted by the orderer / buyer, even if they have minor defects, without prejudice to the rights from § 8.
§ 6 Retention of title
1. The delivered goods remain our property until all claims from the business relationship have been fully satisfied.
The orderer / buyer must properly store and insure the goods. In the event of default in payment, the customer / buyer is obliged to surrender the delivered goods at our request, without our having to declare our withdrawal from the contract beforehand. This also applies if individual or all of our claims have been included in a current invoice and the balance has been drawn and recognized.
In the event of seizure, foreclosure or other interventions by third parties, the customer / buyer must notify us immediately, handing over the documents necessary to safeguard our property rights.
2. The receipt of the equivalent value by us counts as payment.
3. Any treatment and processing of the reserved goods by the customer / buyer is always carried out for us without any obligations arising for us and remains our property. This also applies if the reserved goods are processed into a new item.
4. The goods subject to retention of title are also, insofar as they are connected to other items belonging to the customer / buyer or third parties, as a rule an independent, detachable and thus special legal facility. If the reserved goods are combined with other items that do not belong to the purchaser / buyer, or if the special legal capacity is lost as a result, we acquire co-ownership of the new item in the ratio of the value of the reserved goods to other connected objects at the time of connection. If the connection is made in such a way that the purchaser's / purchaser's item is to be regarded as the main item, it is agreed that the purchaser / purchaser transfers proportional co-ownership to us. The orderer / buyer shall keep the sole or joint ownership for us. For the rest, the same applies to our co-ownership as to the item delivered with reservation.
5. The orderer / buyer is entitled to resell reserved goods in the ordinary course of business. Other dispositions, in particular pledging and transfer by way of security, are not permitted for the customer / buyer.
The customer / buyer is obliged to resell the reserved goods only with extended and expanded retention of title if the reserved goods are not paid for immediately by the third party purchaser (buyer). The right to resell does not apply if the purchaser / purchaser is in default of payment.
6. The customer / purchaser hereby assigns to us all claims that arise from the resale against the customer, regardless of whether the goods subject to retention of title are resold without or after processing. The orderer / buyer is prohibited from making agreements with his customers which exclude or impair our rights in any way. In particular, the purchaser / purchaser may not enter into any agreement that nullifies or impairs the advance assignment of claims to us. The customer / buyer remains authorized to collect the claims assigned to us even after the assignment. Our authority to collect the claims itself remains unaffected. However, we undertake not to collect the claims as long as the orderer / buyer duly fulfills his payment obligations.
We can demand that the orderer / buyer notify us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors of the assignment.
If the reserved goods are resold with other items that do not belong to us, the claim of the customer / buyer against the customer in the amount of the delivery price agreed between us and the customer / buyer is deemed to be assigned.
7. We are obliged to release the securities to which we are entitled according to the above provisions at our discretion at the request of the customer / buyer insofar as the value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.
§ 7 investigation and complaint
The orderer / buyer must check our deliveries immediately after receipt for defects. Possibly. Any defects that are recognizable during a reasonable inspection must be reported in writing within 10 days of receipt of the delivery at the latest, hidden defects immediately after discovery.
§ 8 Buyer's / Buyer's Rights to Defect
In the event of material and legal defects in the delivery, the purchaser / buyer reserves the right to exclude further claims
§ 9 the following warranty rights:
A. Material defects
1. In the case of parts that turn out to be defective as a result of a circumstance prior to the transfer of risk, we have to either remedy the defect or deliver a defect-free item at our discretion. The discovery of such defects must be reported to us immediately in writing. The inspection and notification obligation also includes operating and assembly instructions. Replaced parts become our property.
2. In order to carry out the removal of defects and delivery of non-defective items, which we consider necessary, the orderer / buyer has to give us the necessary time and opportunity after notifying us. Otherwise we are exempt from liability for the resulting consequences. Only in urgent cases of endangering operational safety or to avert disproportionately large damage, about which we must be informed immediately, does the customer / buyer have the right to have the defect remedied himself or by a third party and to demand reimbursement of the necessary expenses from us .
3. If the complaint proves to be justified, we shall bear the costs of the replacement part including shipping and, if this can reasonably be demanded in the individual case, the costs of any of the costs arising from the removal of defects or the delivery of non-defective items required provision of its fitters and assistants.
However, claims by the purchaser / buyer due to the expenses incurred for the elimination of defects or for the delivery of non-defective items, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the item was subsequently delivered to a has been moved to a location other than the place of business of the purchaser / buyer, unless the move corresponds to its intended use.
4. The customer / buyer has the right to withdraw from the contract within the framework of the statutory provisions if we - taking into account the statutory exceptional cases - allow a reasonable period set for the subsequent performance due to a material defect to elapse without result. If there is only an insignificant defect, the purchaser / buyer is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.
5. In particular, there are no warranty rights in the following cases, unless we are responsible for them: unsuitable or improper use, incorrect assembly or commissioning by the customer / buyer or third parties, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable operating resources, chemical, electrochemical or electrical influences.
6. If a defect is improperly remedied by the customer / buyer or a third party, we shall not be liable for the resulting consequences. The same applies to changes to the delivery item made without our prior consent.
B. Defects in title
7. If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, we will, at our expense, generally provide the customer / buyer with the right to further use or modify the delivery item in a manner that is reasonable for the customer / buyer so that the property right is no longer infringed consists. If this is not possible under economically reasonable conditions or within a reasonable period, the orderer / buyer is entitled to withdraw from the contract. We also have the right to withdraw from the contract under the above conditions. In addition, we will indemnify the customer / buyer from undisputed or legally established claims of the property rights holder concerned.
8. The obligations of us named in § 8 (7) are final in the event of property rights or copyright infringements. They only exist when
- the customer / purchaser informs us immediately of asserted violations of property rights or copyrights,
- the orderer / buyer supports us to an appropriate extent in defending against the asserted claims or in carrying out the modification measure according to § 8 (7) enables
- we reserve the right to take all defense measures, including out-of-court settlement,
- the legal defect is not based on instructions from the customer / buyer, and
- the infringement was not caused by the fact that the customer / buyer changed the delivery item without authorization or used it in a manner that was not in accordance with the contract.
§ 10 claims for damages
1. Claims for damages by the customer / buyer against us are excluded, regardless of the legal reason, unless we, our legal representatives or vicarious agents have acted with intent or gross negligence.
2. We, our legal representatives or vicarious agents are also liable in the event of slight negligence for claims for damages resulting from the breach of obligations arising from the nature of the contract and which are of particular importance for achieving the purpose of the contract, as well as for damage resulting from injury to life
Body or health.
3. Insofar as we are fundamentally liable, the claim for damages is limited to the foreseeable damage, unless the event causing the damage was caused grossly negligently or intentionally by us, our legal representatives or vicarious agents, or life, body or health were injured.
4. Regardless of whether we are at fault, any liability on our part in the event of fraudulent concealment of a defect, the assumption of a guarantee or a procurement risk, or in accordance with the Product Liability Act, remains unaffected.
§ 11 Limitation
All claims of the customer / buyer - for whatever legal reason - expire 12 months after delivery of the delivery item. Our unlimited liability for damage resulting from a breach of a guarantee or from injury to life, limb or health, for willful or malicious and grossly negligent behavior as well as for claims under the Product Liability Act remains unaffected.
§ 12 Technical changes, design changes
We expressly reserve the right to make technical changes, including design changes, to our products. However, we are not obliged to make such changes to products that have already been delivered. The orderer / buyer cannot derive any rights from this.
§ 13 Applicable law, place of performance, place of jurisdiction
1. All contractual relationships between us and the customer / buyer are exclusively subject to the law of
Federal Republic of Germany, with the express exclusion of the UN Convention on International
Purchase of goods (CISG).
2. In cases of doubt, only the German version of our terms of sale, delivery and payment is authoritative.
3. The place of performance for all rights and obligations arising from the contractual relationship is Fellbach.
4. Our place of business is the place of jurisdiction for all disputes arising from the contractual relationship. However, we are also entitled, at our option, to call the court at the headquarters of the customer / buyer.
5. We work with electronic data processing taking into account the Federal Data Protection Act.
As of: October 2022