The following terms of delivery and payment apply to all contracts concluded between the buyer and us for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed again. Differing conditions of the buyer, which we do not explicitly recognize, are not binding for us, even if we do not expressly contradict them. The following Terms of Delivery and Payment shall apply even if we unconditionally execute the order of the Buyer in knowledge of conflicting or deviating terms of the Buyer.
Orders, ancillary agreements, changes and other agreements are only effective with our written confirmation. All agreements made between the buyer and us to execute the purchase agreements are set out in the contracts.
Prices: Valid on the day of delivery published prices and prices. The VAT will be charged additionally in each valid amount and shown separately in the invoice.
Custom-made products: For sample and custom-made products outside the respectively valid delivery range, reasonable additional or reduced quantities shall be deemed agreed.
Delivery dates or deadlines that have not been expressly agreed as binding, are only non-binding information - intermediate advance booking reserved - and expect at the earliest from final agreement on the execution of the contract and the provision of the purchaser possibly to be procured documents, permits and releases. If delivery dates or deadlines are indicated in days, only the usual bank working days count at our company headquarters. The delivery deadline is met if the delivery item has left the factory by the time the order expires or the readiness for dispatch has been notified.
Is the underlying purchase agreement a fixed transaction i.S.v. 286 para. 2 no. 4 BGB or § 376 HGB, we are liable according to the legal provisions. The same applies if the buyer is entitled, as a result of a delay in delivery for which we are responsible, to assert his loss of interest in the further performance of the contract. In this case, our liability is limited to the foreseeable, typically occurring damage, if the delay in delivery is not based on a deliberate violation of the contract for which we are responsible, whereby a fault of our representatives or vicarious agents is attributable to us. Likewise, we are liable to the buyer in case of delay in delivery according to the statutory provisions, if this is based on an intentional or grossly negligent breach of the contract for which we are responsible, whereby a fault of our representatives or vicarious agents is attributable to us. Our liability is limited to foreseeable, typically occurring damage, if the delay in delivery is not due to an intentional violation of the contract for which we are responsible. In the event that a delay in delivery for which we are responsible is based on the culpable breach of contractual obligations, the fulfillment of which makes the proper performance of the contract possible and which the purchaser regularly trusts and relies on, it is our fault or our fault Vicarious agents, we are liable according to the legal provisions with the proviso that in this case the liability for damages is limited to the foreseeable, typically occurring damage.
Otherwise, in the event of a delay in delivery for which we are responsible, the buyer may, for each completed week of the delay, pay lump sum compensation i.H.v. 3% of the delivery value, but no more than 15% of the delivery value.
Any further liability for a delay in delivery for which we are responsible is excluded. The further legal claims and rights of the buyer, which are due to him in addition to the claim for damages due to a delay in delivery for which we are responsible, remain unaffected.
If the buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the buyer culpably violated obligations to cooperate. With the arrival of the acceptance or debtor default, the risk of accidental deterioration and accidental loss passes to the buyer.
Packaging: Disposable packaging such as wooden boxes, boxes, etc. are charged at cost and not taken back. Returnable and lattice box pallets, pallets with attachment frames and lids, containers and cassettes remain our property and must be returned to the place of delivery without any cost to us.
Bulk packaging contains the number of units specified in our price lists as a small package. Of these or of their multiple deviating quantities can - if minimum quantities do not conflict - only in individual packaging.
Shipping takes place from the place of delivery at the expense and risk of the consignee, excluding any trash money and, if applicable, express goods additional costs for small consignments. The choice of shipping method is left to the delivery point. Partial deliveries and partial services are permissible at any time as far as this is reasonable for the customer.
Payments are basically in Euro plus VAT immediately upon receipt of the invoice to the buyer for payment net (without deduction) due, as far as the order confirmation no other payment. A deduction of cash discount is only permissible in case of a special written agreement. A discount deduction is not permitted if the customer is in arrears with other claims or if the delivery is paid with a bill of exchange. If the buyer defaults on payment, the statutory provisions apply otherwise.
To orderers with whom we are not in ongoing business relationship, we deliver against payment in advance.
The buyer comes without further explanation on our part 10 days after the due date in default, as far as he has not paid.
The buyer is only entitled to offset, even if complaints or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by us or are undisputed.
In the case of defects, the buyer has a right of retention, unless the delivery is obviously insufficient. In such a case, the buyer is only entitled to withhold, as far as the retained amount is in reasonable proportion to the defects and the probable cost of subsequent performance (in particular a defect removal). The buyer is not entitled to assert claims and rights for defects if he has not made payments due and if the amount due (including any payments made) is in reasonable proportion to the value of the - defective - delivery.
In the case of cessation of payments or over-indebtedness of the customer as well as non-compliance with agreed payment terms, all claims against us, including the bill of exchange receivables, shall become due immediately.
Retention of title: Until the fulfillment of all claims, including all balance claims from current account, which we are entitled to against the buyer now or in the future, the delivered goods (reserved goods) remain our property. In the case of the buyer's behavior contrary to the contract, e.g. Default of payment, we have the right to take back the reserved goods after setting a reasonable deadline. If we take back the reserved goods, this represents a withdrawal from the contract. If we lodge the reserved goods, this is a withdrawal from the contract. We are entitled to use the retained goods after the return. After deduction of an appropriate amount for the exploitation costs, the proceeds of the realization shall be offset against the amounts owed to us by the purchaser.
The buyer must treat the retained goods with care and insure them sufficiently at their own expense against fire, water and theft damage as replacement value.
The buyer is entitled to sell and / or use the reserved goods properly in the course of business, as long as he is not in default of payment. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns to us in full the claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods (including all balance claims from current account) as a security to the full extent; We accept the assignment. We authorize the buyer revocably to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the buyer does not meet his payment obligations properly. For the assignment of this claim, the buyer is not authorized to collect debts by way of factoring, unless it is justified at the same time the obligation of the factor, the consideration in the amount of the claims as long as directly to us to effect, as yet claims from us against the buyer.
Any processing or transformation of the reserved goods by the buyer will be made for us. Insofar as the reserved goods are processed with other items not belonging to us, we acquire the co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other processed items at the time of processing. The same applies to the new object created by processing as to the reserved goods. In the case of the inseparable mixing of the reserved goods with other, not belonging to us things we acquire co-ownership of the new thing in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the buyer's item is to be regarded as the main item as a result of the mixing, the buyer and we agree that the buyer assigns proportional co-ownership to us in this case; We hereby accept the transfer. Our so-called sole or co-ownership of a thing the buyer keeps for us.
In the case of access by third parties to the reserved goods, in particular seizures, the buyer will point out our ownership and inform us immediately so that we can enforce our property rights. Insofar as the third party is not in a position to reimburse us for any judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for this.
We are obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%, and it is up to us to select the securities to be released.
Warranty / Liability: The buyer's claims for defects only exist if the buyer has duly fulfilled his inspection and complaint obligations in accordance with § 377 HGB.
In the case of legitimate complaints, we are to the exclusion of the rights of the buyer to withdraw from the contract or reduce the purchase price (reduction), obliged to subsequent performance, unless we are entitled due to statutory provisions to refuse subsequent performance. The buyer has to grant us a reasonable period for supplementary performance. The supplementary performance can be done at the option of the buyer by eliminating the defect (repair) or delivery of a new product. In the case of removal of the defect, we shall bear the necessary expenses, insofar as these do not increase, because the object of the contract is located at a place other than the place of performance. If the supplementary performance has failed, the buyer can demand a reduction of the purchase price (reduction) or declare the withdrawal from the contract. The rectification of defects shall be deemed to have failed with the second unsuccessful attempt, unless further remedial attempts are reasonable on the basis of the subject matter of the contract and are reasonable for the buyer. The purchaser can only assert claims for damages for the following conditions due to the defect if the supplementary performance has failed. The right of the buyer to assert further claims for damages under the following conditions remains unaffected.
The warranty claims of the buyer expire one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect; In this case the legal regulations apply. Our obligations under the following two paragraphs remain unaffected.
We are obliged according to the legal regulations to take back the new goods or to reduce (decrease) the purchase price even without the otherwise necessary deadline if the buyer of the buyer as a consumer of the sold new movable thing (purchase of consumer goods) because of the lack of this product compared to the Buyer, the return of the goods or the reduction (reduction) of the purchase price could demand or the buyer a similar resulting recourse claim is held against. In addition, we are obliged to reimburse the expenses of the purchaser, in particular transport, travel, labor and material costs, which he had to bear in relation to the end user as part of the subsequent performance due to a defect in the goods at the time of transfer of risk , The claim is excluded if the buyer has not duly fulfilled his duties of investigation and complaint according to § 377 HGB.
The obligation in the preceding paragraph is excluded, as far as it concerns a lack due to advertising statements or other contractual arrangements, which do not originate from us, or if the buyer has made a special guarantee to the end user. The obligation is also excluded if the purchaser himself was not obliged to exercise the warranty rights vis-à-vis the end user on the basis of statutory provisions or did not make this complaint in relation to a claim made to him. This also applies if the purchaser has assumed warranties vis-à-vis the end user that go beyond the statutory limit.
We are liable regardless of the above and following limitations of liability in accordance with the statutory provisions for damage to life, limb and health, which are based on a negligent or intentional breach of duty by us, our legal representatives or agents, as well as for damages resulting from liability under the Product Liability Act. For damages that are not covered by the above sentence and that are based on intentional or grossly negligent breaches of contract and malice by us, our legal representatives or our vicarious agents, we are liable according to the statutory provisions.
In this case, however, the liability for damages is limited to foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents acted with intent. To the extent that we have provided a texture and / or durability guarantee with respect to the goods or parts thereof, we are also liable under this warranty. However, we are only liable for damages resulting from the lack of guaranteed quality or durability but not directly on the goods, if the risk of such damage is clearly covered by the guarantee of quality and durability.
We are also liable for damages caused by simple negligent breach of such contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose observance the purchaser regularly trusts and can trust. However, we are only liable if the damage is typically associated with the contract and foreseeable.
Further liability is excluded regardless of the legal nature of the asserted claim, this also applies in particular to tort claims or claims for reimbursement of futile expenses instead of performance. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives and vicarious agents.
Claims for damages of the buyer due to a defect become statute-barred one year from delivery of the goods. If we, our legal representatives or vicarious agents have caused injuries to life, limb or health, or if we, our legal representatives have acted intentionally or grossly negligent, or if our simple vicarious agents acted intentionally, shall apply to the claims for damages of the buyer the statutory limitation periods.
Supplementary duties and advice: We provide contractual ancillary services (eg maintenance services) and consultations, insofar as they relate to the delivery item, carefully and to the best of our knowledge in accordance with the respective state of the art and the conditions of use specified by us by the purchaser; with regard to the warranty, even with any omissions the above conditions shall apply mutatis mutandis.
Bare recommendations are made without obligation. Catalog and list information are not an assurance of properties.
Place of performance, place of jurisdiction, applicable law: The place of performance for the delivery is the seat of our place of delivery. Place of performance for payment and jurisdiction is Bedburg (Federal Republic of Germany). However, we are also entitled to file suit at the customer's registered office. The relations between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Sales Convention is excluded.