General Terms and Conditions
Validity, Offer and Conclusion
1.1 Our general terms and conditions apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our general terms and conditions, unless the customer has expressly agreed to their validity in writing. Our general terms and conditions also apply if we unconditionally deliver to the customer with knowledge of the customer’s conflicting or deviating terms and conditions.
1.2 All agreements between us and the customer for the performance of this contract are set out in writing in the contract document, these conditions and our order confirmation.
1.3 Our general terms and conditions also apply to all future transactions with the customer, even if they have not been expressly agreed again.
II. Offer / contract conclusion / offer documents
2.1 Our offers are subject to change and are not binding unless we expressly state in writing that they are binding. Contractual conclusions and other agreements only become binding with our written confirmation.
2.2 All quality information, descriptions and illustrations of our products and services in our brochures, drawings or otherwise are only approximate unless expressly stated to be binding. Insofar as we provide consulting services, this is done to the best of our knowledge. All details and information, transfer of ownership and use of the delivered goods or products used do not relieve the customer from its own tests and tests.
2.3 The drawings, drawings, calculations and other documents provided to the customer as well as the constructive services and suggestions for the design and manufacture of parts provided by us are subject to legal ownership rights and copyrights insofar as we expressly reserve our property rights and copyrights. This also applies to such written documents marked as “confidential”. The customer may only use them for the intended purpose. It is prohibited to make them accessible to third parties or to make them the subject of publications without our authorization.
III. Price: % s
3.1 Unless otherwise stated in the order confirmation, our prices apply “ex works” excluding packaging; this will be invoiced separately. We reserve the right to change our prices accordingly in the event of cost reductions or cost increases after conclusion of the contract, in particular due to wage agreements or changes in material prices.
3.2 Statutory sales tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoice.
3.3 Cash rebate discounts require a special written agreement. Unless otherwise stated in the order confirmation, the agreed price will be paid net within 14 days without deduction. If the customer’s payment is delayed, he must pay interest at 5 percentage points above the relevant base rate from the start of the delay. A higher damage due to delay may be claimed by us.
3.4 The customer may only have set-off rights if its counterclaims are legally established, undisputed or accepted by us. Furthermore, he is entitled to exercise his right of retention as long as his counterclaim is based on the same contractual relationship.
IV. Delivery and service period, partial deliveries
4.1 The agreed delivery times shall be extended by the period during which the customer does not fulfill its obligations towards us plus a reasonable initial period.
4.2 If we have promised to meet the deadline or deadline, the customer may grant us a reasonable grace period in writing if we default. After the deadline has expired without consequence, he may withdraw from quantities and services that have not been delivered / provided at the end of the grace period. If the partial services already provided do not interest the customer, he is entitled to withdraw from the entire contract.
4.3 Force majeure events, even if they occur at our suppliers or their sub-suppliers, entitle us to postpone the delivery or service for the period of inhibition and a reasonable initial period or to withdraw from the contract in whole or in part due to the part not yet completed. Strikes, lockouts, mobilization, war, blockades, export and import bans, traffic interruptions and other circumstances which cannot be influenced by us and which make delivery unreasonably difficult or impossible are equivalent to force majeure. In these cases, the customer may request a withdrawal within a reasonable time or a declaration from us as to whether we will deliver. If we do not declare ourselves, the customer may withdraw.
4.4 We are entitled to make partial deliveries and partial services at any time, provided this is reasonable for the customer.
V. Transportation and Risk Transfer
5.1 The route of shipment and means of transport are left to our choice in the absence of special agreements.
5.2 The prerequisite for a “free truck unloading point” delivery is that the relevant point can be reached via a route that is easily accessible by trucks. The consignee is responsible for prompt and proper unloading. Waiting times will be charged.
5.3 When the material is handed over to a forwarding agent or carrier, at the latest when it leaves our business, the risk passes to the customer, even in the event of arrival without delivery.
VI. title protection
6.1 All delivered goods remain our property until full payment (reserved goods). In the case of a current account, retention of title serves to secure our claim to the balance.
6.2 If goods subject to retention of title are processed by the customer, the processing is deemed to have been carried out on our behalf and for us as the manufacturer within the meaning of § 950 BGB and we are deemed to be the direct owner of the property, or – if the processing is carried out from materials from several owners – or the value of the processed item is higher than the value of the reserved goods – joint ownership of the newly created item by value (partial ownership).
of the separated goods in the value of the newly created item. In the event that such an acquisition of ownership does not take place with us, the customer transfers to us as collateral his future ownership or – in the ratio mentioned above – co-ownership of the newly created item. If our goods are mixed or combined with other substances and our ownership of the separated goods is terminated as a result (§§ 947, 948 BGB), the customer’s ownership of the mixed stock or the uniform item, the invoice value of our goods subject to retention of title shall be transferred to us and the customer shall store these goods for us free of charge. Products resulting from their processing, binding or mixing are reserved goods within the meaning of these conditions.
6.3 The customer may sell or process the reserved goods in the ordinary course of business. It is only authorized to resell if the receivable arising from the resale is transferred to us together with the secondary invoices to the extent resulting from the following paragraphs. It has no other disposition rights. Resale is equivalent to the installation on land or in buildings or the use of reserved goods by the customer to fulfill other work or work delivery contracts.
6.4 The customer’s claims arising from the resale of the reserved goods, together with all ancillary rights, have already been transferred to us, regardless of whether they have been sold to one or more customers. If goods subject to retention of title are sold after they have been combined, mixed or processed with other goods that do not belong to us, the transfer is only made to the extent of our co-ownership share in the goods sold or the share sold. The customer is entitled to collect the receivable assigned to us, unless he is in default.
In this case, we have the following rights:
a. Revoke the authorization to sell or process/work or install the reserved goods and collect the receivables assigned to us,
B. to inform third party debtors of the assignment.
6.5 The Client undertakes to provide the information necessary to defend our rights and to deliver the documents required for this.
6.6 If the value of the securities available to us does not exceed our claims only temporarily by more than 20 percent in the aggregate, we will release securities in the relevant amount at our discretion upon request.
VII. Defects / Warranty
7.1 Obvious defects must be reported within two weeks after receipt of the goods or completion of our service. The timely sending of the notification is sufficient to meet the deadline. The defective goods must be made available for our inspection in the same condition as at the time the defect was discovered. In particular, they may not be edited/processed. The Customer must give us the opportunity to verify the grounds for a notice of defect. He is also obliged to provide us with samples of the material complained of immediately upon request. If transportation damage occurs when the goods are transported by wagon or ship or when the goods are delivered by the carrier, the shipment must be made available to the carrier or freight handler. Breakages and shortages must be noted on the bill of lading/delivery document. Any breach of these obligations shall exclude any liability on our part. Furthermore, if the defect is only reported after the goods have been mixed with other goods or after handling/processing, defect claims can no longer be asserted.
7.2 In the event of a justified notification of defects made within the time limit, we will take back the goods found to be defective and deliver them on site.
If the notification of defects is justified and made in good time, we will remedy the deficiencies by rectifying them. If the additional performance fails, the customer expressly reserves the right to reduce the price or withdraw from the contract at his own discretion. In the case of a minor defect, there is no right of withdrawal.
7.3 In the case of delivery of used goods, defect claims expire within one year. In the case of an application for delivery according to §§ 478, 479 BGB, the limitation period remains unaffected; it is 5 years from the delivery of the defective product.
We are only liable for damages based on gross negligence or willful breach of duty by us, our legal representatives or vicarious agents, unless they are caused by injury to life, limb or health. Liability based on the provisions of the Product Liability Act is excluded for culpable breach of basic contractual obligations, due to fraudulent misrepresentation and unaffected by guaranteed characteristics. In the event of breach of basic contractual obligations, liability is limited to foreseeable, typically occurring damage.
IX. Place of performance, jurisdiction and applicable law
9.1 If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Ötzingen. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. In any case, however, we shall be entitled to bring proceedings at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a previously concluded individual agreement or at the customer’s place of general jurisdiction.
9.2 The laws of the Federal Republic of Germany apply; the validity of the UN Sales Contract (CISG) is excluded.
9.3 Unless otherwise stated in the order confirmation, our place of business is the place of performance.
9.4 If a provision of these general terms and conditions becomes invalid or unenforceable, this shall not affect the validity of the remaining general terms and conditions.