I. General
We do not recognize the sales and delivery conditions of our customers that deviate from our terms and conditions unless we have expressly agreed to their validity in writing. In the case of contradicting general terms and conditions, Section 306 (2) BGB applies.
II. Offer
Our offers in brochures are subject to change and non-binding. They do not represent an offer in the sense of § 145 BGB. Individual offers sent to the customer are also non-binding; The placing of orders represents the offers of the customers, which become part of the contract, as far as we confirm their acceptance. Technical calculations handed over to the customer and the systems requested by him take into account the information provided by the customer for this purpose. In this respect, the customer is responsible for checking the dimensions, weights, quantities, and technical data specified by us. Our specified delivery times are non-binding.
III. Order placement
Orders are only considered accepted if they have been confirmed or fulfilled by us in writing within a reasonable period. There are no further agreements besides the written order placement and acceptance. In particular, no assurances have been given beyond the content of the contract laid down in writing. Even after the conclusion of the contract, the seller is entitled to demand adequate securities from the buyer, for example in the form of unlimited, absolute bank guarantees, and can make the fulfillment of the contract dependent on the provision of the security. The seller is entitled to withdraw from the contract if the buyer fails to provide the desired security within a reasonable period, despite repeated requests and the setting of a deadline by the seller.
IV. Prices
Prices do not include freight and packaging costs. The prices are subject to change. The calculation is based on the prices valid on the day of dispatch. Any inflationary surcharges from our suppliers are passed on to the customer. If materials are traded at exchange prices, the price on the day of delivery applies. Calculation errors in invoices can be corrected afterwards. In the case of a net goods value of less than EUR 50.00, a small quantity surcharge of EUR 15.00 will be charged; the customer has the option to prove that the costs for putting the goods together and invoicing are lower. Special transports or other additional deliveries and services will be charged separately.
V. Payment terms
Unless otherwise agreed, the invoice amount is due 30 days after the date of issue without deduction. Invoices for freight costs and interest bills are payable 10 days after the date of the invoice. Repair work is deemed to have been accepted within the meaning of Section 640 of the German Civil Code (BGB) if the customer does not notify the customer on the day after the repair that he will not accept the work. Invoices for repair work carried out are due for payment 10 days after acceptance. The acceptance of own and customer changes requires a separate agreement. The customer bears the immediately due bill and discount charges. The seller reserves the right to only deliver goods on delivery. For default in payment, we will invoice reminder fees and default interest at the statutory rate from the 31st day after the invoice date if and to the extent that the seller has not suffered major damage caused by default. In this case, he can claim the interest loss actually incurred. Discount bills are payable immediately. In the event of any counterclaims, the customer is not permitted to refuse payments or assert a right of retention if the claims of those on which he is referring are disputed or have not been legally established. All of our claims are due regardless of the term of the bills of exchange accepted if the buyer fails to meet his payment obligations or if circumstances become known that reduce the buyer’s creditworthiness. In this case, the seller is entitled to prohibit the resale of the items delivered subject to retention of title and/or to request their return at the seller’s expense, without the seller being entitled to a right of retention.
The seller is also entitled to revoke the authorization to collect claims from resale. The right of the seller to withdraw from the contract remains unaffected.
VI. Delivery and shipping
Deliveries are made carriage forward and at the risk of the buyer.
VII. Liability for defects
The limitation period for warranty claims based on defects is based on the provisions of the German Civil Code. In the event of subsequent performance, the limitation period does not start again. Complaints due to incomplete or incorrect delivery or notices of recognizable defects must be sent immediately in writing to the respective sales outlet. Defects that have not been reported to the seller within 7 days after receipt of the shipment or 7 days after discovery in the case of undetectable defects are considered approved and no longer entitle the seller to assert claims for liability for defects. It is the responsibility of the buyer to check every item delivered for defects immediately. Goods complained about are to be returned to the seller or to the manufacturer’s works at the buyer’s expense. The seller reserves the right to eliminate or have justifiably alleged defects eliminated by repair. If the seller decides in favor of supplementary performance, the buyer will be reimbursed the transport costs, unless the reimbursement of costs is excluded and / or limited due to disproportionate in accordance with § 439 III BGB. The buyer grants the seller the right to remedy defects twice for each defect. The seller also reserves the right to satisfy justifiably asserted warranty claims through replacement delivery. Until a factory decision on the justification of the notice of defects and the seller’s decision on how to satisfy the warranty claims, the seller will deliver a replacement at the buyer’s request and charge him the value of the replacement delivery. The invoiced amount will be credited if the complaint proves to be justified or if the decision is made that the warranty claims will be satisfied by replacement delivery. The buyer is only entitled to claim reimbursement of expenses within the framework of § 439 III BGB if the seller makes the decision to have the defects remedied by the buyer. If, in the event of a complaint being returned, it turns out that the complaint was wrongly made, the seller is entitled to charge an appropriate fee for checking the goods. If it is not possible to return the goods complained of, the buyer can only demand costs for a supplementary performance carried out or initiated by himself from the seller if and to the extent that the seller has given his consent and the budget approved by the seller is not exceeded.
VIII. General liability
Claims for damages of any kind against the seller or his vicarious agents – in particular due to breach of secondary contractual obligations, from negligence when concluding the contract, from unlawful acts – are excluded unless there is intent or gross negligence on the part of the seller or his vicarious agents. This does not apply if the damage represents damage to life, body or health. If the buyer is a company, there is also no liability if there was gross negligence on the part of simple vicarious agents, unless there is a breach of cardinal obligations. Liability is in any case limited to the amount for which the respective risk was insured by the seller, but no more than the amount of the delivery value, as far as this is legally permissible. Insofar as the seller is entitled to claims for damages against his suppliers, for example under the Product Liability Act, the seller is entitled to assign these to the buyer. The buyer must first do everything that is reasonable out of court to satisfy himself from the assigned claims. Only if this does not lead to success can claims for damages, insofar as they are not contractually excluded, be asserted against the seller. Claims for damages from delay in delivery for which the seller is not responsible cannot be asserted. Third-party companies and their employees are not vicarious agents of the seller.
IX. Return of goods
If, in addition to warranty claims and cases of withdrawal, the seller agrees to the taking back of the goods and the repayment of any purchase prices already paid, the processing of such an exchange is made dependent on the buyer providing the seller with complete information on the reference data (delivery note and invoice number) notifies. Returns must be made carriage paid to the point specified by the seller. The seller is entitled to revoke his consent to the exchange if the goods or the original packaging (not transport packaging) is damaged or missing.
X. Retention of title
The seller reserves ownership of the goods he has delivered until all claims against the buyer that have already arisen at the time of delivery have been paid. This also applies to such claims until bills of exchange and checks have been cashed. Excluded from this are claims due to repair and maintenance work carried out.
The processing of our reserved goods takes place for the seller without incurring any obligations. If the reserved goods delivered by the seller are processed, combined or mixed with goods in third-party ownership, the seller is entitled to ownership of the new item or the mixed stock in the fraction of the value of the reserved goods in relation to the value of the new item or the commingled inventory at the time of processing, combining or commingling. If the buyer acquires sole ownership of the new item by virtue of the law by combining or mixing, the parties agree that the buyer shall give the seller co-ownership of the new item based on the ratio of the value of the goods subject to retention of title to the value of the new item at the time of Transferring connection or mixing and storing this for the seller free of charge. So that the goods delivered by the seller are still clearly recognizable after the combination or mixing, the buyer undertakes to identify and identify them in his records and invoices. The buyer may only sell the delivered goods and the items resulting from processing or processing in the course of regular business transactions. At the request of the seller, the buyer will insure the reserved goods at his own expense. The buyer is prohibited from pledging or assigning the reserved goods as security. The claims from the resale of the reserved goods are assigned to the seller upon the conclusion of the contract, regardless of whether the sale takes place without or after processing, combining, or mixing with other items that do not belong to the seller.
XI. Place of jurisdiction/place of performance
The parties agree on the applicability of German law to the exclusion of the provisions of the EGBGB on international private law and the competence of German jurisdiction. The place of jurisdiction for all claims from the contractual relationship is the District Court of Munich I or the District Court of Munich, if the district court jurisdiction has not been reached according to the amount in dispute, as far as legally permissible. The place of performance for both parts is Oberhaching or the corresponding sales branch of the seller. The buyer accepts the assignment upon conclusion of the contract. If the goods subject to retention of title are sold after they have been processed, combined or mixed with other items that do not belong to the seller, the claim shall be assigned to the amount of the invoice value of the goods delivered subject to retention of title. The buyer is only authorized to collect the claims insofar as he meets his payment obligations to the seller. In the event of default in payment or suspension of payments, especially after filing for bankruptcy, the buyer is obliged to notify his customers of the assignment and to send the seller a list of the claims assigned to him. The buyer is obliged to provide the seller immediately with access to the reserved goods by third parties or attachment of claims by sending the relevant documents and an affidavit to prove the retention of title in favor of the seller. In the event of default in payment by the buyer, the seller is entitled to demand the immediate surrender of the goods that have not yet been sold, without this already constituting the exercise of the seller’s right of withdrawal. Until the goods are surrendered, the buyer has to store the goods subject to retention of title separately from other goods for the seller, to mark them as the seller’s property, to refrain from any disposal of the property to which the seller is entitled and to send the seller a list of the goods still in his To hand over the reserved property. The buyer is obliged to insure the goods against fire and theft. All claims against the insurer with regard to the reserved goods are assigned to the seller upon conclusion of the contract. The seller accepts the assignment with the conclusion of the contract. At the request of the buyer, the conditional seller undertakes to release the (co-) property reserved and granted to him according to the above conditions at the option of the seller, insofar as its realizable value in the case of security exceeds the claims to be secured by 20%.
XII. Severability clause
Should one of the above conditions be or become ineffective, the effectiveness of the remaining provisions is not affected. Furthermore, the ineffective clause is to be replaced by a provision that comes closest to its content.
