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Terms of delivery and payment

§ 1 General 

  1. Our terms of sale shall apply exclusively to all similar future transactions with the customer. We will not accept contradicting terms of sale or such terms of the customer which deviate from ours, unless we have expressly agreed to them in writing. Our terms of sale shall also apply to those instances, in which we supply to the customer without reserve and being aware that deviating or contradicting terms of the latter exist. 
  2. All agreements that are concluded between us and the customer for the purposes of executing this contract are contained in writing in this contract. 
  3. Our terms of sale apply only to entrepreneurs as defined in § 310 sub-section 1 BGB [German Civil Code].

§ 2 Offers 

  1. If the order of the customer is to be qualified as an offer according to § 145 BGB, we may accept it within two weeks. 
  2. We reserve all property rights and copyrights to any document submitted to the customer in relation to the order process. Without our express written consent these documents may not be made accessible to third parties. If we do not accept the offer of the customer within the time limit of sub-section (1), these documents shall be returned to us without delay.

§ 3 Prices 

  1. Unless otherwise stated in the order confirmation, our prices apply ex works excluding packaging and plus the then applicable statutory VAT. Packaging costs will be charged separately. 
  2. Cash discounts may only be made pursuant to separate written agreements. 
  3. Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 30 days from the date of the invoice. The following statutory rules shall apply to the consequences of a delay in payment. 
  4. Unless a fixed price agreement has been made, we reserve the right to apply adequate price changes due to changes in wage, material and distribution costs for deliveries made three months or later after conclusion of the contract.

§ 4 Delivery 

  1. The start of our stated delivery time is subject to the prior clarification of all technical questions. We will only comply with our delivery obligations to the extent that the customer properly complies with his obligations in due time. We reserve the right to object due to unfulfilled contractual obligations. 
  2. If the customer is in default of acceptance or if he culpably infringes any other cooperation obligations, we are entitled to demand compensation for the damage thus incurred, including any extra charges. Any further claims or rights remain reserved. 
  3. If the conditions of sub-section (2) are met, the risk of accidental loss or accidental deterioration of the purchased goods passes to the customer as soon as he is in default of acceptance or payment. 
  4. We are liable according to the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of § 286 sub-section 2 no. 4 BGB or of § 376 HGB [German Commercial Code]. We shall also be liable according to statutory provisions if the customer is entitled to assert that his interest in further fulfilment of the contract has ceased due to a default in delivery for which we are responsible. 
  5. Furthermore, we shall be liable according to the statutory provisions, if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible. A fault of our representatives or vicarious agents is attributable to us. If the delay in delivery is due to a gross negligent breach of contract for which we are responsible, our liability for damages will be limited to the foreseeable, typically occurring damage. 
  6. We shall also be liable according to the statutory provisions insofar as the delay in delivery for which we are responsible results from a culpable violation of a material contractual obligation. In this case, the claim for damages is limited to the foreseeable, typically occurring damage.

§ 5 Shipping 

If the goods will be sent to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to customer upon dispatch to the customer, and at the latest upon leaving our factory / warehouse. This will apply irrespective of whether the goods will be dispatched from the place of performance or of the entity bearing the freight costs. 
 

§ 6 Warranty 

  1. Deficiency claims of the customer presuppose that customer has properly complied with his mandatory inspection and complaint obligations arising from § 377 HGB. 
  2. If the purchased goods are defective, customer may at his discretion choose between rectification by way of elimination of the defect or delivery of new goods without defects. In case of a rectification of a defect or of substitute delivery, we are obliged to pay all costs necessary for rectification, in particular incurring for transport, shipping, working and material costs, provided that these have not incurred by the fact that the goods were delivered to a place, other than the place of fulfilment. 
  3. Where rectification fails, customer may opt to rescind the contract or demand a reduction in price. 
  4. We will be liable according to the statutory regulations, if customer will assert claims for damages resulting from intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. To the extent that we will not be charged with deliberate breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage. 
  5. We will be liable according to the statutory provisions, if we are guilty of a material breach of contract; even in this case, the liability for damages will be limited to the foreseeable, typically occurring damage. 
  6. Insofar as the customer will, moreover, be entitled to compensation instead of performance due to a negligent breach of duty, our liability for compensation will be limited to the foreseeable, typically occurring damage. 
  7. Liability for culpable injury to life, body or health shall remain unaffected; this also applies to mandatory liability under the Product Liability Act. 
  8. Unless provided for otherwise above, any form of liability shall be excluded.

§ 7 Reserve of property 

  1. We reserve the property to the purchased goods until all payments under the delivery contract have been received. In the case of conduct in breach of contract on the part of the customer - in particular default in payment, we shall be entitled to take back the purchased goods. By taking back the purchased goods, we will automatically rescind from the contract. After recovery of the purchased goods we are entitled to sell the latter, the amount thus realized is to be set off from the liabilities of the customer - less reasonable administrative costs. 
  2. The customer shall be obliged to treat the purchased goods with care and shall in particular sufficiently insure them at his own expense against fire, water and theft damages at their replacement value. If maintenance and inspection works are required, customer must carry them out in good time at his own expense. 
  3. In the event of seizure or intervention by third parties, customer shall notify us immediately in writing so that we may file suit in accordance with § 771 ZPO [German Code of Civil Procedure]. In the event that such third party is not able to refund to us the judicial and extra-judicial costs of such a procedure pursuant to § 771 ZPO, customer will be held responsible for our resulting losses. 
  4. Customer is entitled to resell the purchased goods in the ordinary course of business; however, he already now assigns to us all claims in the amount of the final invoice (including value-added tax) of our claim arising from such resale to his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. Customer shall remain authorized to collect this claim even after this assignment. Our right to collect receivables ourselves remains unaffected. We commit, however, to not collect receivables to the extent that the customer complies with his payment obligations arising from received revenues, that he is not in default of payment and that no application for opening insolvency proceedings against him will be made or that he has not ceased payment. If this is the case, however, we may request from customer to inform us on transferred receivables and on their debtors, to provide us with any necessary information and related documents and to inform the debtors (third parties) on this transfer. 
  5. The processing or transformation of the purchased goods by the customer will always carried out for us. If the purchase goods are processed with other items not belonging to us, we will acquire the co-ownership in the new item in the ratio of the value of the purchased good (final invoice amount, including value-added tax) to the other processed items at the time of processing. The same applies to goods resulting from processing as to delivered purchased goods, where delivery was made subject to reservation. 
  6. If the purchased goods are inseparably combined with other items not belonging to us, we will acquire the co-ownership in the new item in the ratio of the value of the purchased good (final invoice amount, including value-added tax) to the other processed items at the time of processing. If such combination will be carried out in such a way that the customer’s goods are to be regarded as main item, then it shall be agreed that the customer will transfer to us the proportionate co-ownership. The customer shall keep the resulting sole ownership or co-ownership for us. 
  7. The customer also assigns to us the claims to secure our claims against him arising against a third party from the combination of the purchased goods with a real estate property. 

To the extent that the realizable value of the securities will exceed the receivables to be secured by more than 10 % or by more than 50 %, we commit to release the securities to our benefit upon request of the customer, whereas we will decide on the securities to be released.

§ 8 Miscellaneous

(1) If the customer is a businessman, place of jurisdiction shall be at our place of business; however, we are also entitled to sue the customer at his place of residence.

(2) The laws of the Federal Republic of Germany shall apply.

(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.