Terms and conditions of delivery and sale
§ 1 General – Scope of application
1. Our terms and conditions of delivery and sale apply exclusively; we do not accept any terms and conditions of the customer that conflict with or deviate from our terms and conditions of delivery and sale, unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our terms and conditions of sale.
2. All agreements made between us and the customer for the purpose of executing this contract are laid down in writing in this contract.
3. Our terms and conditions of sale only apply to companies within the meaning of section 310, paragraph 1, of the German Civil Code (BGB).
4. As the manufacturer of the end product, the customer is also responsible for the supplied part insofar as they have to check and take responsibility for the suitability of the supplied part for use in the end product.
§ 2 Offer – Offer documents
1. Our offers are always subject to change, especially with regard to quantity, price and delivery time.
2. Orders placed by the buyer shall only be deemed accepted once we have confirmed them in writing. If we do not confirm a contract concluded verbally or by telephone in writing, the invoice issued by us is deemed confirmation.
3. We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as ‘confidential’. The customer requires our express written consent before passing them on to third parties.
§ 3 Prices – Terms of payment
1. Our prices do not include the value added tax applicable at the time of delivery. They are subject to change and apply ex-works, without packaging, unless otherwise agreed. Prices refer only to the respective completed order. They are based on the material and labour costs applicable at the time the contract is concluded.
2. If material and wage costs increase between conclusion of the contract and delivery, we are entitled to charge the material and wage cost prices applicable on the day of delivery. If additional or increased charges – in particular customs duties, levies or currency compensation – are incurred due to changes in legal regulations, we are entitled to increase the agreed purchase price accordingly. The same applies to inspection fees.
3. The deduction of discounts requires a special written agreement.
4. We only accept bills of exchange or cheques by special agreement and always only on account of payment. Discount and expenses are to be borne by the buyer and are due immediately.
5. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within ten days of the invoice date. The legal regulations regarding the consequences of default in payment apply.
6. The customer is only entitled to offsetting rights if their counterclaims are legally established, undisputed or acknowledged by us. Furthermore, they are entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
§ 4 Shipping delivery
1. The beginning of the delivery time stated by us presupposes the clarification of all technical questions.
2. The goods always travel uninsured and in every case at the buyer’s risk. This also applies to free delivery and regardless of the means of transport used. Transport insurance will only be taken out at the express request of the buyer. Any costs arising from this are borne solely by the buyer.
3. Unless otherwise agreed in writing, we shall select the place of dispatch and the route and means of transport at our best discretion, without assuming any liability for the cheapest and fastest transport.
§ 5 Warranty, liability for defects
1. Claims of the customer for defects presuppose that they have properly fulfilled their obligations to examine and give notice of defects in accordance with section 377 of the German Commercial Code (HGB).
2. If there is a defect in the object of purchase, the customer is entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new object free of defects. In the event of rectification of defects or replacement delivery, we are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item was taken to a location other than the place of performance.
3. If the subsequent performance fails, the customer is entitled, at their discretion, to demand withdrawal or reduction.
4. The warranty period is one year, unless statutory provisions expressly prescribe a longer period.
5. If the materials or products provided to us are defective or unusable as a result of our processing, with the exception of intent or gross negligence, we assume no liability for this. We are also not liable for theft, fire or other value-reducing events. In every case, our liability is limited to the value of the processing carried out by us.
§ 6 Securing retention of title
1. We reserve title to the object of purchase until receipt of all payments arising from the delivery contract. In the event of breach of contract on the part of the customer, in particular default in payment, we are entitled to take back the object of purchase. Our taking back the object of purchase constitutes a withdrawal from the contract. After taking back the object of sale, we are entitled to sell it; the proceeds of the sale are set off against the customer’s liabilities less reasonable costs of sale.
2. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can file an action in accordance with section 771 of the Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to section 771 of the ZPO, the customer is liable for the loss incurred by us.
3. The customer is entitled to resell the object of sale in the ordinary course of business; however, they hereby assign to us all claims against their customers or third parties – in the amount of the final invoice amount (including VAT) of our claim – which accrue to them from the resale, irrespective of whether the object of sale has been resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets their payment obligations from the proceeds collected and is not in default of payment, and, in particular, if no petition for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we can demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
4. The processing or transformation of the object of purchase by the customer is always carried out for us. If the object of purchase is processed with other objects not belonging to us, we acquire co-ownership of the new object in the ratio of the value of the object of purchase (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same applies to the object created by processing as to the object of purchase delivered under retention of title.
§ 7 Place of jurisdiction – place of performance
1. The place of performance for the delivery of the goods is Pyrbaum, Germany.
2. The place of jurisdiction for all disputes arising from the contractual relationship is our place of business. However, we can also choose another place of jurisdiction.
3. The law of the Federal Republic of Germany applies. International sales law is excluded. This also applies expressly to the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. The invalidity of individual provisions of these general terms and conditions of sale does not affect the validity of the remaining provisions. Ineffective provisions are deemed to be replaced by such effective provisions that are capable of achieving the economic purpose of the provisions that have ceased to exist as far as possible. We have stored data about the buyer in accordance with data protection legislation.