Terms and Conditions

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Art. 1 Scope

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Our general terms and conditions apply exclusively.

They apply to entrepreneurs (14 BGB), legal entities under public law and special funds under public law.
Deviating general terms and conditions of the customer are not recognized by us unless we have agreed to their validity in writing.

Our general terms and conditions also apply if we carry out the delivery without reservation in the knowledge of deviating general terms and conditions of the customer.

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Art. 2 Offers, documents

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1. Our offers are non-binding.

2. We reserve the property rights and copyrights to illustrations and drawings, calculations and other files and documents;
they may not be made accessible to third parties.

This applies in particular to files and documents marked as confidential; before passing them on to third parties, the customer requires our express consent.

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Art. 3 Prices, terms of payment, prepayment, right of withdrawal, default, right of retention, set-off, counterclaim

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1. Unless otherwise agreed, all prices apply ex works Dieburg, excluding freight, insurance, customs, agreed installation, foreign taxes, etc. plus the applicable value added tax. In the case of an agreed delivery, delivery is free curb at the agreed unloading point. In the case of assembly services, supply connections, in particular for electricity and water, must be provided on site at the customer's expense.

Chiselling, masonry and electrical work are to be taken over by the customer. If an agreed installation, assembly or commissioning is delayed through no fault of our own, the customer must bear the additional costs incurred as a result, in particular the costs for waiting time and further travel required by our staff employed for this purpose.

2. The price list valid on the day of the order applies to orders, unless otherwise agreed. If installation, assembly or commissioning has been agreed, the rates valid on the day of the order also apply.

3. Unless otherwise agreed, invoices are to be settled within 8 days of the invoice date less a 2% discount or at the latest within 30 days of the invoice date net. Payment instructions, checks or bills of exchange are only accepted by special agreement and only on account of performance. The costs of discounting and collection shall be borne by the customer.

4. If, after the conclusion of the contract, there is a significant deterioration or change in the customer's financial situation, which jeopardizes our claim to consideration, or if such a situation existed at the customer's place at the time the contract was concluded, but only became known afterwards we refuse to perform until the counter-performance has been effected.

This applies in particular to cases in which there are unsuccessful enforcement measures, bill or check protests, personal insolvency applications, moratorium efforts, liquidation or the like.

In these cases, we can set a deadline for the customer to provide the consideration or security. If the consideration or security is then not provided, we are entitled to withdraw.

5. Our claims can only be offset against recognized or legally established claims.

The counterclaim is excluded. The customer is only authorized to assert a right of retention insofar as his claim is based on the same contractual relationship.

6. The supplier has the right to sell receivables to the factor.

The debtor is informed of this, payments can then only be made to the factor on his account, discharging the debt.

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Art. 4 Freedom of performance, delivery time, partial delivery, right of withdrawal

  

1. Timely and correct self-delivery remains reserved, insofar as we have not guaranteed the success of the service, and also insofar as we have not assumed any procurement risk.

2. The start of the delivery time specified by us presupposes the timely receipt of all documents and information to be supplied by the customer and the clarification of all details of the order, in particular all technical questions, approval of drawings, delivery of any required parts, etc.

This also applies to assembly services. Partial deliveries are permitted as long as they are reasonable.

3. We have delays in delivery due to force majeure or other circumstances for which we are not responsible, in particular traffic disruptions and operational disruptions for which we are not responsible, strikes, lockouts, shortages of raw materials, war, insofar as we have no guarantee with regard to the success of the service and further, insofar as we have no have assumed the procurement risk.

If we cannot deliver within the agreed delivery time in this case, the delivery time will be extended appropriately. If in this case there is an obstacle to delivery beyond the appropriately extended delivery period, we are entitled to withdraw from the contract.

4. If we are unable to meet the agreed delivery time, the customer is obliged, at our request, to declare within a reasonable period of time whether he still insists on the delivery. If he does not make a declaration, we are entitled to withdraw from the contract or to cancel the contract after a reasonable period of time has expired. 

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Art. 5 Passing of risk, delivery

  

1. Unless otherwise stated in the order confirmation, delivery “ex works Dieburg” is agreed.

Dispatch always takes place at the risk of the customer, even in the case of delivery from a place other than the place of performance - and also in the case of carriage-free delivery and/or delivery by the customer's own people or vehicles.

2. If delivery by us has been agreed, the customer must provide qualified personnel and any necessary technical equipment (e.g. forklift) in good time to ensure smooth unloading.

It is assumed that the vehicle can drive directly to the unloading location and be unloaded immediately. If these requirements are not met, the resulting additional costs will be charged separately.

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Art. 6 Claims for defects

 

1. Delivered goods are to be examined by the customer immediately, at the latest within one week after delivery, insofar as this is feasible in the ordinary course of business. If a defect becomes apparent, we must be notified immediately, at the latest within one week of delivery.

If the customer fails to do so, the goods are deemed to have been approved, unless there is a defect that was not apparent during the inspection. If such a defect appears later, the notification must be made immediately after discovery, otherwise the goods are deemed to be approved, even in view of this defect. §§ 377 and 381 HGB remain unaffected.

The customer is not relieved of his obligation to examine, even in the event of recourse by the entrepreneur according to Section 478 of the German Civil Code. If, in such cases, he does not immediately report the defect asserted by his customer, the goods shall be deemed to have been approved, even with regard to this defect.

2. In the event of subsequent performance in the event of defects, we are only obliged to bear the expenses required for this, in particular transport, travel, labor and material costs, if these are not increased by the fact that the item has been transported to a location other than the registered office or the commercial establishment of the customer to which the delivery was made. (This section does not apply in the case of recourse according to § 478 BGB).

3. The customer's claims for defects, including claims for damages, expire in one year. This does not apply in the case of recourse according to § 478 BGB, this also does not apply in the cases of §§ 438 Para. 1 No. 2 BGB and § 634a Para. 1 No. 2 BGB. This also does not apply to claims for damages due to injury to life, limb or health or due to a grossly negligent or intentional breach of duty by us or our vicarious agents.

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Art. 7 Liability for damages and reimbursement of expenses

  

1. In the case of our liability for damages, the following applies: a. If the claims are based on an intentional or grossly negligent breach of duty by us or our representatives or our vicarious agents, we are liable for damages in accordance with the statutory provisions. b. So far below a. Unless otherwise specified, our liability for damages is excluded.

2. The exclusions and limitations of liability under Item 1 apply not only to contractual claims, but also to other claims, in particular tort claims. They also apply to claims for reimbursement of futile expenses instead of performance.

3. The exclusions and limitations of liability under item 1 do not apply to any existing claims in accordance with Sections 1, 4 of the Product Liability Act or due to culpable injury to life, limb or health.

They also do not apply if we have assumed a guarantee for the quality of our goods or a service success or a procurement risk and the guarantee case has occurred or the procurement risk has materialized.

4. We are only liable for assuming a procurement risk if we have expressly accepted the procurement risk in writing.

5. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents. 6. A reversal of the burden of proof is not associated with the above regulations.

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Art. 8. Additional and deviating regulations for international contracts

 

1. If the customer has his branch outside of the Federal Republic of Germany, then in addition to Art. 1-7 and 9 the following regulations: a. We are not liable for the admissibility of the contractually stipulated use of the delivered item according to the regulations of the recipient country. We are also not liable for taxes incurred there. b. We are not liable for delivery obstacles caused by government measures, in particular import or export restrictions.

2. If the customer has his branch outside of the Federal Republic of Germany and the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna UN Sales Convention) applies in its currently valid version, the following regulations also apply: a. Changes or cancellations of the contract must be made in writing. b. Instead of Art. 6 and 7 applies: aa.

We are only liable to the customer for damages according to the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach of contract for which we, our representatives or vicarious agents are responsible.

We are also liable according to the statutory provisions if we breach an essential contractual obligation. The above limitation of liability does not apply to any existing claims under §§ 1, 4 of the German Product Liability Act or to claims for injury to life or limb caused by the goods. bb

If delivered goods do not conform to the contract, the customer only has the right to cancel the contract or to provide a replacement if claims for damages against us are excluded or it is unreasonable for the customer to use the non-conforming goods and claim the remaining damage.

In these cases, we are initially entitled to remedy the defect. If the remedy of the defect fails and/or it leads to an unreasonable delay, the customer is entitled, at his discretion, to declare the contract avoided or to demand a replacement delivery. The customer is also entitled to do this if the remedy of the defect causes unreasonable inconvenience or there is uncertainty about the reimbursement of any expenses incurred by the buyer. cc The customer's claims for defects become statute-barred in one year.

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Art. 9 retention of title protection 

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1. The ownership of the delivered goods remains reserved until all payments from the contract have been received.

2. In the event of attachments and other interventions by third parties, the customer must inform us immediately in writing in order to safeguard our rights (e.g. legal action under § 771 ZPO). Insofar as the third party is not in a position to reimburse us for the court or out-of-court costs of a lawsuit pursuant to § 771 ZPO, the customer is liable for the loss we have incurred.

3. The customer is entitled to resell and use delivered goods in the ordinary course of business; however, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the value of the reserved goods, regardless of whether the delivered goods were resold without or after processing. The final invoice amount (including VAT) agreed with us applies as the value of the goods subject to retention of title.

If we co-own the resold reserved goods, the assignment of the claims extends to the amount that corresponds to our share of the co-ownership.

The customer is not entitled to sell the goods in any other way, in particular to pledge them or transfer them by way of security.

4. The customer remains authorized to collect the claim from the resale even after the assignment until revoked by us. Our authority to collect the claim itself remains unaffected.

However, we undertake not to collect the claim and not to revoke the customer's authorization to collect as long as the customer meets his payment obligations from the proceeds received, is not in default of payment, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.

If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and informs his debtor of the assignment.

5. The processing or transformation of the delivered goods by the customer is always carried out for us. The customer's expectant right to delivered goods continues with the transformed item.

If the delivered goods are further processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing.

For the rest, the same applies to the item resulting from processing as to the goods delivered under reservation.

6. If the delivered goods are inseparably mixed, mixed or combined with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other objects at the time of mixing, mixing or connecting.

If the process is carried out in such a way that the customer's item is to be regarded as the main item, it is hereby agreed that the customer transfers proportionate co-ownership to us and keeps the sole or co-ownership for us free of charge.

7. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal value by more than 50%; we are responsible for selecting the securities to be released.

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Art. 10 Applicable law, place of performance, place of jurisdiction  

 

1. The law of the Federal Republic of Germany applies to this contract.

2. Place of fulfillment for all services from this contract is 64807 Dieburg.

3. In the case of contracts with merchants, legal entities under public law, special funds under public law and with foreigners who do not have a domestic place of jurisdiction, the place of jurisdiction is 73635 Rudersberg. However, we reserve the right to sue at the customer's registered office.

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Art. 11 Miscellaneous  

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Should any provision of this contract be or become invalid, this shall not affect the validity of the other provisions of this contract.

In this case, the parties are obliged to replace the invalid provision with a provision that corresponds economically to what the parties would have agreed had they known of the invalidity.