Stand: Januar 2023

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§ 1 Scope

 

These sales conditions apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of § 310 paragraph 1 of the German Civil Code. We only acknowledge opposing or deviating conditions of the buyer if we explicitly agree to their validity in writing.

These sales conditions also apply to all future transactions with the buyer, insofar as they are transactions of a related nature.

In individual cases, individual agreements with the buyer (including ancillary agreements, additions, and amendments) always take precedence over these sales conditions. The content of such agreements is, subject to counter-evidence, determined by a written contract or our written confirmation.

 

§ 2 Offer and Conclusion of Contract

 

If an order is to be regarded as an offer pursuant to § 145 of the German Civil Code (BGB), we can accept it within two weeks.

 

§ 3 Provided Documents

 

We reserve ownership and copyright in all documents provided to the buyer in connection with the order, including in electronic form, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the buyer our express written consent. If we do not accept the buyer's offer within the period specified in § 2, these documents must be returned to us immediately.

 

§ 4 Prices and Payment

 

Our prices are as agreed upon in the relevant order confirmation and are subject to value-added tax at the applicable rate. Packaging costs will be invoiced separately.

The purchase price must be paid exclusively to the account specified in the order confirmation. A discount deduction is only permitted with a special written agreement.

Unless otherwise agreed, the purchase price is payable by the date specified in the order confirmation.

Default interest will be charged at a rate of 9% above the respective base interest rate p.a. We reserve the right to claim higher damages for default.

Unless a fixed price agreement has been made, reasonable price changes due to changed labor, material, and distribution costs for deliveries that take place 3 months or later after the conclusion of the contract remain reserved.

 

§ 5 Retention of title

 

The buyer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

 

§ 6 Delivery time

 

The start of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the buyer. The plea of non-performance of the contract remains reserved.

If the buyer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or deterioration of the purchased item shall pass to the buyer at the time when he defaults on acceptance or debtor's obligations.

Further statutory claims and rights of the buyer due to a delivery delay shall remain unaffected.

 

§ 7 Transfer of risk in case of shipment

 

If the goods are shipped at the request of the buyer, the risk of accidental loss or deterioration of the goods shall pass to the buyer upon dispatch to the buyer, at the latest upon leaving the factory/warehouse. This shall apply regardless of whether the shipment of the goods takes place from the place of performance or who bears the freight costs.

 

§ 8 Retention of title

 

We reserve the right to ownership of the delivered goods until all claims from the delivery contract have been fully paid. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to demand the return of the purchased item if the purchaser breaches the contract.

 

As long as the ownership has not yet passed to the purchaser, the purchaser is obliged to handle the purchased item with care. In particular, the purchaser is obliged to insure the purchased item at his own expense against theft, fire and water damage to the full replacement value. As long as ownership has not yet passed, the purchaser must immediately notify us in writing if the delivered item is seized or subjected to other third-party interventions. To the extent that the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the purchaser is liable for the loss incurred by us.

 

The purchaser is entitled to resell the reserved goods in the normal course of business. The claims against the purchaser's customer arising from the resale of the reserved goods are already assigned to us by the purchaser to the extent of the final invoice amount (including value-added tax) agreed with us. This assignment applies regardless of whether the purchased item has been resold with or without processing. The purchaser remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in default of payment, and in particular no application for the opening of insolvency proceedings has been filed or payment suspension exists.

 

The processing or transformation of the purchased item by the purchaser always takes place in our name and on our behalf. In this case, the purchaser's right of ownership to the purchased item continues to exist in the transformed item. If the purchased item is processed together with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed objects at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser transfers proportional co-ownership to us and holds the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims that arise for him against a third party as a result of the connection of the reserved goods with a property; we accept this assignment already now.

 

We undertake to release the securities to which we are entitled at the request of the purchaser, to the extent that their value exceeds the claims to be secured by more than 20%.

 

§ 9 Warranty and Complaints as well as Recourse/Manufacturer's Recourse

 

The purchaser's warranty rights require that they have fulfilled their obligations to inspect and complain as required by § 377 of the German Commercial Code (HGB).

Claims for defects expire 12 months after delivery of the goods we have supplied to our customer. The statutory limitation period applies to claims for damages resulting from intent or gross negligence, as well as for damages resulting from injury to life, limb, or health caused by intentional or negligent breach of duty by the user. Our consent must be obtained before any goods are returned.

If, despite all due care, the delivered goods have a defect that existed at the time of the transfer of risk, we will, subject to timely notification of defects, either remedy the defect or deliver replacement goods at our discretion. We must always be given an opportunity to provide subsequent performance within a reasonable period of time. Recourse claims remain unaffected by the above provisions.

If subsequent performance fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

Claims for defects do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage caused after the transfer of risk due to faulty or negligent handling, excessive use, unsuitable operating materials, faulty construction work, unsuitable building ground or due to special external influences that were not presupposed by the contract. If repair work or modifications are carried out improperly by the purchaser or third parties, no claims for defects arise for these or the resulting consequences.

Claims of the purchaser for the expenses required for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, including any removal and installation costs, are excluded insofar as the expenses increase because the goods supplied by us have subsequently been taken to a location other than the purchaser's branch, unless the relocation corresponds to their intended use.

Recourse claims of the purchaser against us exist only to the extent that the purchaser has not made any agreements with their customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies correspondingly to the scope of the purchaser's recourse claim against the supplier.

 

§ 10 Miscellaneous

 

This contract and all legal relations between the parties are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless the order confirmation indicates otherwise.

All agreements made between the parties for the execution of this contract are set out in writing in this contract.