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General terms and conditions

I General

  1. We only deliver on the basis of the following terms of delivery and payment (hereinafter “conditions”) if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. The legal regulations apply unless they are expressly changed or excluded in these conditions. In particular, mandatory legal regulations remain unaffected by these conditions. The legal regulations apply exclusively to consumers. In their respective version, the conditions also apply to future deliveries to the same buyer, without having to point out their validity again. We expressly contradict the terms and conditions of business and purchase of the buyer. You only oblige us if we expressly agree to you, whereby our written confirmation is decisive for the content of such a declaration.
  2. Our offers are non-binding and non-binding. Our written confirmation is decisive for the content of agreements, in particular that are made orally by our field service. Advertisements and declarations that the buyer submits to us (e.g. setting deadlines, notifications of defects) require the written form to be effective.
  3. Information about our goods (technical data, dimensions, etc.) is basically only approximate and approximate; You are not a guaranteed quality unless the guarantee is expressly given, whereby our written confirmation is decisive for the content of which.

II Prices and terms of payment

  1. Unless otherwise expressly agreed (for which a written agreement is decisive), the prices quoted by us are ex works. The packaging will be charged separately at the expense of the law. VAT is not included in our prices; It is shown separately in the invoice.
  2. We are entitled to increase the agreed price appropriately if the applicable prices of our suppliers or other external costs (including public loads) on our goods are increased between the conclusion of the contract and the agreed delivery date; Otherwise, the originally agreed price applies. The price increase becomes effective as soon as we have communicated it to the buyer in writing.
  3. Payment is made within 30 days of receipt of the goods. After this period, the buyer is in default. Other payment terms must be expressly agreed, whereby our written confirmation is decisive for the content of such an agreement.
  4. The buyer’s rights of offsetting and retention are excluded, unless the claim is undisputed or legally established.
  5. If the buyer is in default of payment, we are entitled to charge 8% interest above the respective base interest rate. Proof of higher default damage
    let’s reserve the right.
  6. If the buyer is fully or partially in arrears with a due payment, we are entitled to withdraw from the contract after a reasonable period of time set for him has expired. Accordingly, our right of withdrawal also exists if circumstances become known that are suitable to reduce the creditworthiness of the buyer and thus jeopardize our purchase price claim. If we withdraw, we are entitled to label the goods delivered by us at the buyer’s expense, to have them stored and collected separately. For this collection, it is necessary for the persons responsible for the collection to be able to enter and drive on the site on which the goods are located for this purpose.
  7. As an alternative to our withdrawal rights in accordance with Section 6 above, we reserve the right to demand security from the buyer.

III Retention of title

  1. The goods delivered by us remain our property until all claims that we are entitled to from the business relationship with the buyer for any legal reason. This retention of title also extends to the products produced by processing, mixing or combining the goods supplied by us at their full value, whereby we are considered the manufacturer; If third parties own the property of such products, we acquire co-ownership in relation to the invoice values of the processed, mixed or connected goods. For the rest, the same applies to produced products as to the other reserved goods.
  2. The buyer undertakes to sell the reserved goods only in ordinary business transactions, under his normal terms and conditions and as long as he is not in arrears. He is only entitled to resell the reserved goods with the proviso that the claim from the resale is transferred to us in accordance with the following paragraphs 3-5. He is not entitled to any other dispositions about the reserved goods.
  3. The buyer already assigns his claims from the resale of reserved goods to us, regardless of whether the reserved goods are sold to one or more buyers. We accept the assignment. The buyer is entitled to collect the assigned claims from the resale until our possible revocation, if the buyer does not meet his payment obligations towards us, or if there is a defect in his or her performance in any other way. The buyer is in no case entitled to assign the claim or to other dispositions about it.
  4. At our request, the buyer is obliged to inform the customer of the assignment to us immediately and to provide us with the notification of the right of collection in accordance with paragraph 3 above, if we do not inform his customer ourselves, and to provide us with the notification of the notification, as well as the collection of the to send the necessary information and documents with this notification.
  5. At the request of the buyer, we are obliged to release the securities insofar as their realizable value exceeds our claim by more than 20%. We reserve the right to select the securities to be released.
  6. The buyer is obliged to notify us immediately of any seizure or other impairment of the reserved goods by third parties. If the buyer does not comply with a payment date or if he violates other contractual agreements, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the reserved goods or the granting of indirect property at the buyer’s expense on us; Such a request for return does not automatically constitute a withdrawal from the contract.

IV delivery time

  1. Our specified delivery times are basically only approximate and are subject to timely self-delivery. Deviating agreements on delivery times must be expressly made, whereby our written confirmation is decisive for the content of such agreements. If we cannot deliver on time, we will inform the buyer immediately. In any case, a delay in delivery by us requires a reminder.
  2. If we are in arrears with the delivery for reasons for which we are responsible and if the buyer has successfully set us a reasonable grace period, he can withdraw from the contract. Claims for damages by the buyer due to breach of duty are based on Section VI. 7th
  3. Unforeseen events that we are not responsible for (such as lack of energy, delays in the delivery of essential components and other materials, import difficulties, operational and traffic disruptions, strikes, lockouts, force majeure) extend the delivery time appropriately. If we are unable to pay even after an appropriate extension, both the buyer and we are entitled to withdraw from the contract. The buyer’s claims for damages are based on Section VI. 7. If we withdraw, we will immediately reimburse the buyer for all payments already made.

V Shipping and transfer of risk

  1. Delivery is ex works or delivery warehouse. The dispatch to another destination (dispatch purchase) takes place on request and at the expense of the buyer. Shipping and shipping method will be determined by us, unless otherwise expressly agreed. We are only obliged to take out transport insurance if the buyer expressly and in writing is in writing; The buyer bears the costs of this insurance, as well as any customs duties, fees, taxes or other public duties.
  2. The dispatch takes place to the best of our knowledge, with the risk of accidental loss and the accidental deterioration of the goods sold to the buyer as soon as we have delivered the goods to the forwarder, the carrier or the person or institution otherwise to carry out the shipment. In particular, we are not responsible for accidental changes and deterioration of the goods during transport or due to improper storage.
  3. If no dispatch purchase is agreed, the risk passes to the buyer at the latest as soon as the goods have been handed over to him. If we have indicated to the buyer that the goods are ready for dispatch or collection, the risk passes to the buyer if he does not retrieve or collect the goods and we have unsuccessfully given him a reasonable period of time or he is in default of acceptance for other reasons.

VI Breach of duty due to defects

  1. The buyer must inspect the goods immediately after receipt. Defects recognizable upon proper examination must be reported to us immediately in writing. Defects that are not recognizable in the event of a proper examination must be reported to us in writing immediately after their discovery. If this does not happen, the goods are deemed to have been approved with regard to these defects. A notification within a maximum of two weeks after receipt of the goods or in the case of defects not recognizable in the event of a proper initial inspection after their discovery is considered “immediately”. The above regulations do not apply to fraudulently concealed defects.
  2. Our warranty extends to a defect of the goods corresponding to the agreed quality.
  3. If we have claims against our suppliers, we offer the buyer warranty by assigning these claims. A claim of the buyer for reimbursement of costs arising from the enforcement of claims against a supplier is in any case excluded if any cost-triggering measures, in particular the initiation of court proceedings, are not agreed beforehand with us.
  4. If the buyer wants to assert his statutory warranty claims, a claim against the supplier is not considered or if the supplier refuses to be liable to the buyer, our warranty is initially limited to supplementary performance, i. H Replacement or repair after our choice. The buyer must hand over the defective goods or the replaced parts to us in accordance with the statutory provisions and give us the time and opportunity required for supplementary performance. If the supplementary performance has failed or if we are not able to do so within a reasonable period of time set by the buyer, or if this setting of a deadline is not required according to the statutory provisions, the buyer is entitled to withdraw from the contract (in the case of not insignificant defects) or the purchase price diminish.
  5. Claims for damages in the event of defects are exclusively based on Section VI. 7th
  6. Our warranty for defects is one year after delivery of the goods; This does not apply to fraudulently concealed defects, or if mandatory legal regulations conflict with this warranty period.
  7. Further claims for damages by the buyer, for whatever legal reason, are excluded except for the cases mentioned below. The above release of liability does not apply to injury to life, limb or health. It does not apply to other damages insofar as the cause of the damage is based on intent or gross negligence, or insofar as it concerns damage resulting from the breach of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly trust and trust. In this case, our liability is limited to the foreseeable, typically occurring damage. Furthermore, the exemption from liability does not apply if damage arises as a result of the lack of a condition that we have guaranteed or we have fraudulently concealed a defect. Finally, the exclusion of further liability for damages does not apply to claims of the buyer in accordance with the Product Liability Act.

VII Place of Performance, Jurisdiction

The place of performance for both parties to the contract is Schwäbisch Hall, to the extent permitted by law. Exclusive place of jurisdiction for all legal disputes arising directly or indirectly from a business relationship with the buyer – also in the change and checking process – is, if our contractual partner is a merchant, legal entity under public law or a special fund under public law, is Schwäbisch Hall. However, we are also entitled to file a complaint at the buyer’s general place of jurisdiction.

VIII Final Provisions

  1. German law applies exclusively to all legal relationships between us and the buyer, including deliveries abroad, insofar as this does not conflict with mandatory legal regulations. The application of the UN sales law is excluded.
  2. If these provisions are sometimes legally invalid or incomplete, this does not affect the validity of the other provisions. The legally invalid or incomplete provision is to be replaced by one that comes closest to what the parties want in an admissible manner in an admissible manner.

as of January 2010