General Terms and Conditions
-GTC-
§1 Validity of the conditions
The Contractor’s deliveries, services and offers shall be made exclusively on the basis of these Terms and Conditions. Counter-confirmations of the customer with reference to his terms and conditions of business or purchase are hereby contradicted.
§2 Offers and conclusion of contract
1. offers contained in brochures, advertisements, etc. are – also with regard to price quotations – subject to change and non-binding. The Contractor shall be bound by specially prepared offers for 90 calendar days from the date of the offer.
2. Subsidiary agreements, amendments, supplements and/or other deviations from these Terms and Conditions shall only be valid if the Contractor has declared its consent to them. Such agreements must be made in writing.
3. statements in offers and/or order confirmations of the entrepreneur which are based on an obvious error, namely a spelling or calculation error, do not oblige the entrepreneur. Rather, the obviously intended statement shall apply.
4. The Contractor’s offer documents, drawings, descriptions, samples and cost estimates may not be passed on, published, reproduced or otherwise made accessible to third parties without the Contractor’s consent.
§3 Prices
1. In the absence of a special agreement, the prices shall apply ex works including loading at the factory, but excluding packaging and unloading. Value added tax at the respective statutory rate shall be added to the prices.
2. the customer shall only be entitled to withhold payments or to offset them against counterclaims to the extent that his counterclaims are undisputed or have been legally established.
§4 Delivery times
1. delivery periods shall apply subject to correct and timely delivery to us, unless a binding delivery period has been agreed in writing.
2. The delivery time results from the agreements of the contracting parties. Compliance with the delivery time by the Supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the Purchaser has fulfilled all obligations incumbent upon it, e.g. provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery period shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay. Translated with www.DeepL.com/Translator (free version)
3. Compliance with the delivery period shall be subject to correct and timely delivery by our suppliers. The Supplier shall inform the Purchaser as soon as possible of any foreseeable delays.
4. The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier’s works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance. Translated with www.DeepL.com/Translator (free version)
5. If shipment or acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, the costs incurred as a result of the delay shall be charged to the Purchaser, starting one month after notification of readiness for shipment or acceptance.
6. If non-compliance with the delivery time is due to force majeure, labor disputes or other circumstances beyond the Supplier’s control, the delivery time shall be extended accordingly. The Supplier shall notify the Purchaser of the beginning and end of such circumstances as soon as possible.
7. The Purchaser may rescind the contract without notice if the entire performance becomes finally impossible for the Supplier prior to the passing of risk. In addition, the Purchaser may withdraw from the contract if, in the case of an order, the performance of part of the delivery becomes impossible and the Purchaser has a justified interest in rejecting the partial delivery. If this is not the case, the Purchaser shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the Supplier’s inability to perform. If the impossibility or incapacity occurs during the delay in acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, the Purchaser shall remain obliged to counter-performance. Translated with www.DeepL.com/Translator (free version)
8. If the Supplier is in default and the Purchaser suffers damage as a result, the Purchaser shall be entitled to claim liquidated damages for the delay. For each full week of delay, such compensation shall amount to 0.5% in total, but not more than 5%, of the value of that part of the total delivery which cannot be used in due time or in accordance with the contract as a result of the delay.
§5 Shipping and transfer of risk
1. The risk shall pass to the Purchaser as soon as the consignment has been handed over to the person carrying out the transport or has left the Contractor’s works for the purpose of dispatch. If the shipment is delayed or not carried out at the instigation of the Purchaser, the risk shall pass to the Purchaser upon notification of readiness for shipment.
2. At the request of the purchaser, deliveries shall be insured in his name and for his account.
§6 Claims for defects
1. If the service provided by the Contractor or the delivery item is defective, the Contractor may, at its discretion, provide a replacement or remedy the defect. Multiple rectifications – as a rule two – are permissible within a reasonable period.
2. The right of the Purchaser to assert claims arising from defects shall become statute-barred in all cases after 12 months from the date of the passing of risk, unless a longer period is prescribed by mandatory law. If the Purchaser is an entrepreneur within the meaning of § 14 BGB (German Civil Code), Clauses 3 and 4 shall apply in addition.
3. Obvious defects in work performances can no longer be asserted after acceptance. Otherwise, for the purpose of preserving the Purchaser’s claims for defects, such defects shall be notified to the Contractor in writing without delay, but no later than within two weeks after delivery. The defective items shall be kept ready for inspection by the Contractor in the condition in which they are at the time the defect is discovered.
4. Insignificant, reasonable deviations in dimensions and designs – in particular in the case of repeat orders – shall not entitle to complaints unless absolute compliance has been expressly agreed. Technical improvements as well as necessary technical modifications shall also be deemed to be in accordance with the contract, provided that they do not constitute a deterioration of the fitness for use.
5. If the Contractor’s operating or maintenance instructions are not followed, if modifications are made to the Products, if parts are replaced or if consumables are used which do not comply with the original specifications, any warranty shall lapse if the Purchaser fails to refute a correspondingly substantiated claim that only one of these circumstances caused the defect.
6. Liability for normal wear and tear is excluded.
7. If the supplementary performance fails within a reasonable period of time, the Customer may, at its option, demand a reduction of the price or rescission of the contract.
8. The above provisions of this paragraph do not apply to the sale of already used items. In the case of consumers, a period of one year shall apply for the assertion of claims for defects. Used items shall be delivered to entrepreneurs to the exclusion of any claims for defects.
9. If the Contractor is available to the Purchaser for the provision of information regarding the use of his product in addition to his statutory duties, he shall only be liable pursuant to § 7 if a special fee has been agreed for this.
§ 7 Limitation of liability
Claims for damages from positive breach of contract, from culpa in contrahendo and from tort, which are not simultaneously based on the breach of a main contractual obligation by the Contractor, are excluded both against the Contractor and against its vicarious agents, unless the damage was caused intentionally or by gross negligence. This shall not apply to claims for damages ,for lack of the contractually presupposed suitability, which are intended to protect the Purchaser against the risk of consequential harm caused by a defect. Claims for damages according to the law on liability for defective products (PrdHG) remain unaffected, as does liability for damage to life, limb or health.
§ 8 Retention of title
1. The Contractor shall retain title to the delivered items (reserved items) until all claims to which the Contractor is entitled against the Purchaser for any legal reason have been satisfied.
2. The Customer shall be obliged to notify the Contractor in writing without delay of any seizure of the items subject to retention of title and to inform the pledgees of the retention of title. The Customer is not entitled to sell, give away, pledge or assign by way of security the items delivered to him under retention of title – except in the cases of the following clause.
3. If the delivery is made for a business operation maintained by the orderer, the items may be resold within the scope of proper business management. In this case, the Purchaser’s claims against the customer arising from the sale shall already now be assigned to the Contractor, who shall retain title. The Purchaser hereby assigns to the Contractor the rights and claims arising from this retention of title against its customer.
4. Any processing or treatment of the Retained Goods by the Customer shall be carried out by the Customer on behalf of the Contractor free of charge. In the event of processing, combining, mixing or blending of the Retained Goods with other goods not belonging to the Company, the Company shall be entitled to the resulting co-ownership share in the new item in the ratio of the factor value of the Retained Goods to the other processed goods at the time of processing, combining, mixing or blending. If the Purchaser acquires sole ownership of a new item, the contracting parties agree that the Purchaser shall grant the Supplier co-ownership of the new item in the ratio of the factor value of the processed or combined, mixed or blended Retained Goods and shall hold it in custody for the Supplier free of charge. If the Retained Goods are resold together with other goods, irrespective of whether without or after processing, combining, mixing or blending, the advance assignment agreed above in Clause 3 shall only apply to the extent of the factor value of the Retained Goods which have been resold together with the other goods.
5. If the reserved goods are installed as essential components in the property of a third party by or on behalf of the Purchaser, the Purchaser hereby assigns to the Contractor any claims for payment against the third party or the party to whom it relates, together with all ancillary rights, including the granting of a security mortgage.
6. If objects subject to retention of title are installed as essential components in the real property of the Purchaser, the Purchaser hereby assigns to the Contractor the claims arising from a sale of the real property or of real property rights, including all ancillary rights.
7. If the value of the securities existing for the Contractor in accordance with the above provisions exceeds the value of the Contractor’s claim – not only temporarily – by more than 20% in total, the Contractor shall be obliged to release securities of its choice accordingly at the request of the Customer.
8. In case of breach of contract by the Customer, in particular in case of default of payment, the Seller shall be entitled to take back the delivered items after issuing a reminder and a notice of withdrawal, and the Customer shall be obliged to surrender the items. If the orderer has fulfilled the contract, the entrepreneur has to return the objects.
§ 9 Payment
1. Unless otherwise agreed, the Contractor’s invoices shall be payable without deduction after invoicing.
2. The Contractor expressly reserves the right to refuse checks or bills of exchange. Acceptance shall always be on account of performance only; discount and bill charges shall be borne by the customer and shall be due immediately.
3. If the Contractor becomes aware of circumstances that call into question the creditworthiness of the Customer, in particular if the Customer fails to honor a check or stops making payments, the Contractor shall be entitled to declare the entire remaining debt due and payable, even if the Contractor has accepted checks. In addition, the Contractor shall be entitled in this case to demand advance payments or the provision of security.
4. If the Customer finally ceases to make payments and/or if insolvency proceedings are instituted against its assets, the Contractor shall also be entitled to withdraw from the part of the contract that has not yet been fulfilled.
5. Der Unternehmer ist berechtigt, trotz anders lautender Bestimmungen des Bestellers Zahlungen zunächst auf dessenältere Schulden anzurechnen. Der Unternehmer wird den Besteller über diese Art der erfolgten Verrechnung informieren. Sind bereits Kosten und Zinsen entstanden, so ist der Unternehmer berechtigt, die Zahlung zunächst auf die Kosten, dann auf die Zinsen und zuletzt auf die Hauptleitung anzurechnen.
6. If the Customer is in default of payment, the Contractor shall be entitled to charge the respective statutory default interest. The Contractor reserves the right to claim further damage caused by default. In the aforementioned cases, the Customer shall be at liberty to prove a lower damage, which shall then be decisive.
7. Offsetting on the part of the customer is excluded, unless the counterclaims have been legally established or are not disputed by the contractor.
§ 10 Applicable Law, Jurisdictional Sands, Partial Invalidity
1. The law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods, shall apply to these terms and conditions and to the entire legal relationship between the entrepreneur and the purchaser.
2. If the Purchaser 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 place of business of the Company shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between the Contractor and the Purchaser.