TERMS AND CONDITIONS
1.Scope of Application
These terms and conditions apply to all our contracts, deliveries and other services.
Our Terms and Conditions apply exclusively. We do not recognise conflicting or deviating conditions.
Insofar as the Customer represents a business, they also apply to all future business relationships, even if they are not expressly agreed again.
2.Changes to the Terms and Conditions
We are entitled to change or supplement these terms and conditions at any time.
Customers have the right to object to such an amendment. If the objection is not submitted in writing within four weeks following receipt of the notification, it will become effective as amended. Customers are notified in writing at the start of the said period that the notice of change is deemed accepted if no such objection is received within four weeks.
If the customer is not a businessman under Section 14 of the German Civil Code, the amended Terms and Conditions of the Contract shall only become part of the Contract if they have been previously communicated to the Customer by highlighting the changes in printed text.
3.Change to the Agreed Service
We have the right to change or deviate from the promised services, where such change or deviation is reasonable for the Customer and takes into account our interests.
The change or deviation is reasonable if the Customer is not placed in a worse or better position or if it does not result in a significant deviation from the Service.
Our liability for slightly negligent breaches of duty are excluded, insofar as damages from death, physical injuries and hazards to health, as well as claims under the Product Liability Act and guarantees, are affected. Furthermore, liability for the breach of duties, where the fulfilment of which enables the proper execution of the Contract in the first place and where the Customer may regularly rely on observance (essential contractual obligations) remain unaffected.
Without prejudice to the liability stated Paragraph 1 Sentence 1, we are only liable for material and pecuniary damage caused by slight negligence in the event of a breach of a material contractual obligation. However, the amount is limited to typically contractual damages, which would have been foreseeable at the time of the conclusion of the Contract.
The same applies to breaches of duty by our vicarious agents.
Unless agreed otherwise, our price list that was valid At the time of the conclusion of the Contract shall apply
to our deliveries and services. The deduction of a discount requires a separate written agreement.
The Customer is only entitled to set-off rights if its counterclaims are legally established, undisputed or acknowledged by us. It is also entitled to assert a right of retention to the extent that its counterclaim is based on the same contractual relationship.
7.7. Conditions of Delivery / Shipping Costs
The period for delivery begins with payment in advance on the day following receipt of the payment order by the remitting bank, and/or in the case of other payment methods, the day following the conclusion of the Contract and ends upon expiry of the last day of such period. If the last day of the period falls on a Saturday, Sunday or a general public holiday recognised at the place of delivery, such day shall be replaced by the next business day.
The start of the delivery period specified by us presupposes clarification of all of the technical questions. Compliance with our delivery obligation also requires the timely and proper fulfilment of the customer’s obligations. The objection of non-fulfilled contract remains reserved.
Partial deliveries are permissible insofar as these are reasonable for the Customer.
Costs of packaging and shipping will be charged and shown separately. The exact costs are derived from the price list valid at the time of conclusion of the Contract.
8.Liability for Defects / Period of Limitation
There is a fundamental statutory right of liability for defects, unless specified otherwise.
Insofar as the delivered item is defective, we are obliged to provide supplementary performance.
The supplementary performance with respect to entrepreneurs shall be carried out at our option by removing the defect (repair) or by delivering new goods. With respect to consumers, this will take place at their option.
We may refuse the supplementary performance without prejudice to Sect. 275 Paras. 2 and 3 of the German Civil Code, if this is only possible at disproportionate cost.
Customers may only claim for damages due to a defect if the supplementary performance has failed. This does not affect their right to assert further claims for damages in accordance with the point entitled ‘Liability’.
For consumers, the period of limitation for new goods is 2 years from delivery to the customer, for used goods the period is 1 year from delivery. This does not apply to claims for damages and the reimbursement of expenses due to defects pursuant to the ‘Liability’ section.
For businessmen, the limitation period for new goods is 1 year from the transfer of risk, whereas for used goods, the liability for defects is excluded. This does not apply to claims for damages and the reimbursement of expenses due to defects pursuant to the ‘Liability’ section. The limitation period also remains unaffected in case of a delivery recourse pursuant to Sects. 478, 479 of the German Civil Code; It shall be 5 years from the delivery of the defective item.
The period of limitation shall also be 5 years for items that are used for buildings and have caused their defectiveness, Sect. 438 Para. 1 Sentence 2 of the German Civil Code.
9.Retention of Title
The subject matter of the contractual object shall remain our property until full payment is made in consideration therefor.
For merchants, the goods shall remain our property until complete payment of all claims arising from the business relationship. We undertake to release the securities to which we are entitled at the request of the Customer to the extent that the realised value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to release are incumbent upon us.
Customers are entitled to resell goods subject to a retention of title. The Customer hereby now assigns all claims from the resale of the reserved goods to the final invoiced amount (including VAT) of our claims including all ancillary rights, with priority over any other claims which accrue from resale off the goods to the customer or third parties. This applies regardless of whether the delivered goods have been resold before or after processing, mixing or blending. We accept the assignments.
Following the assignment, the Customer is entitled to collect the claim, irrespective of our own authority. However, we undertake not to collect the claim ourselves if the Customer duly fulfils its payment obligations, does not default on payment and, in particular, has not filed an application for insolvency or settlement proceedings against its assets. If this is the case, we may demand that the Customer notify us of the assigned claims and its debtors as well as the handing over of all documents required for collection. The Customer must notify the debtors and/or the third party of the assignment.
The adaptation/processing of the reserved goods and/or the goods in our secure ownership by the Customer shall always take place in our name and on our behalf, without giving rise to any consequential liabilities on our part. If processing takes place with objects that do not belong to the Customer, we shall acquire co-ownership of the new item in proportion of the value of the goods delivered by us (invoice minus the final amount plus VAT) to the other processed items at the time of processing. The same shall apply to the object produced by the further processing as to the object of sale delivered with reservation. This shall also apply if the Customer acquires sole ownership through activities pursuant to Sentence 2. Goods shall be kept for us free of charge.
If the purchased item is inseparably mixed with other movable items which do not belong to us, we shall acquire the co-ownership of the new item in proportion of the value of the goods delivered to us (invoice minus final amount plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Customer’s object is to be regarded as the main object, it is hereby agreed that the Customer shall assign co-ownership to us pro rata. The Customer shall keep the resulting goods under sole ownership or co-ownership on our behalf, free of charge.
Contracts for construction work shall be governed exclusively by the German Construction Contract Procedures (VOB), insofar as the Customer is a businessman. In the case of a contract with a consumer, this shall only apply insofar as the provisions of the German Construction Contract Procedures (VOB) have been handed to it beforehand.
10.Severability Clause (partial ineffectiveness)
Should one of the provisions prove to be invalid, the validity of the remaining provisions shall remain unaffected.
11.Applicable Law, Jurisdiction and Collateral Agreements
The Contract, including these Terms and Conditions, shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of the provisions of the Vienna UN Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG, UN Sales Convention).
This choice of law shall not apply if the consumer is thereby deprived of compelling provisions of the law of the state in which it has his habitual residence.
In case of legal disputes, the location of our headquarters shall be the place of jurisdiction if the Customer is a businessman or legal person under public law or if it has no general place of jurisdiction in the territory of the Federal Republic of Germany. The right to sue the Customer at any other statutory place of jurisdiction remains unaffected. No collateral agreements have been made.