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Terms and Conditions

§1 Validity


1) The deliveries, services and offers of the Seller shall be made exclusively on the basis of these Terms and Conditions. Unless deviations are expressly confirmed by us in writing, these terms and conditions shall also apply to all future business relations, even if they are not expressly agreed again. Counter-confirmations of the Buyer with reference to his terms and conditions of business or purchase are hereby rejected.

2) Deviations from these terms and conditions shall only be effective if the Seller confirms them in writing. Any amendment or invalidity of one or more provisions of these Terms and Conditions shall not affect the validity and applicability of the remaining provisions.

§2 Offer and Conclusion of Contract

1) The Seller's offers are subject to change and non-binding. Declarations of acceptance and all orders must be confirmed by the Seller in writing or by telex in order to be legally effective. The same shall apply to supplements, amendments or subsidiary agreements.

2) Drawings, illustrations, dimensions, weights or other performance data shall only be binding if this is expressly agreed in writing. Insignificant deviations or changes to the delivery item based on technical development from the offer documents, including samples and specimens, shall not give rise to any counter rights.

3) The seller's sales employees are not authorized to make verbal additional agreements or to give verbal assurances that go beyond the content of the written contract.

§3 Muster

1) Acceptance and execution of orders takes place at the sole risk and liability of the buyer with regard to third-party industrial property rights. In particular, he is responsible for ensuring that the use of the drawings, samples, descriptions and similar templates he sends does not infringe any third-party industrial property rights. If such rights are violated, the buyer must compensate the seller for any damages incurred as a result, including lost profits, and indemnify him from all disadvantages that have arisen and arise.

2) The seller reserves ownership rights and copyrights to cost estimates, drawings and other documents; They may not be made accessible to third parties.

§4 Price and payment

1) Unless otherwise stated, the prices quoted by the seller are ex works, excluding packaging. These only apply to the specific order. VAT at the respective statutory rate is added to the prices. Material required for packaging will be charged separately. Packaging material will not be taken back. If prices and additional costs are stated for us in German and in a foreign currency, in the event of changes in the exchange rate, only the euro amount is decisive, even if only the invoice amount is stated in domestic and foreign currency.

2) Unless otherwise stated, the seller is bound to the prices contained in its offers for 30 days from the date. The prices stated in the seller’s order confirmation plus shipping costs are decisive. the respective statutory sales tax.

3) However, the seller reserves the right to adjust the prices according to any increases in material, labor and other costs if a longer delivery time than 4 months is agreed when the order is placed or if delivery is delayed for reasons for which the buyer is responsible can take place after 4 months of placing the order.

4) Invoices are payable: – within 10 days of the invoice date with a 2% discount, – within 30 days of the invoice date net. There is no further entitlement to a discount, discount or bonus. If special payment conditions have been agreed in writing, the entitlement to an agreed discount no longer applies if payment is not processed as agreed.

Payments can only be made to the seller in accordance with the information on her invoices. The seller's employees are only entitled to collect debts upon presentation of a special written debt collection authorization. Payments with bills of exchange require the express prior written consent of the seller. Checks and bills of exchange are only accepted as payment. Discount and collection costs are borne by the buyer. All payments will be used to offset the oldest debt items and any accrued late payment interest and costs. Offsetting against disputed counterclaims from the buyer and retention of amounts due are excluded.

5) If the buyer defaults on payment in whole or in part, he is entitled to default interest of 4% above the Euro reference interest rate set by the European Central Bank, which in its function corresponds to the previous discount rate, subject to the assertion of further damages. but at least 6.5% must be paid. The buyer is at liberty to prove any lesser damage.

In addition, the seller is entitled, in the event of default or if, after conclusion of the contract, facts become known which, in its opinion, make the granting of a loan in the amount resulting from the order appear questionable or which result in a significant deterioration in the buyer's financial circumstances, to demand immediate payment of all outstanding invoices - including those not yet due - and to demand advance payment for all outstanding deliveries. The buyer can avert this request by providing sufficient security. The seller is not obliged to make any further deliveries before payment or security is provided.

§5 Delivery

1) Only the written order confirmation from the seller is decisive for the scope of deliveries. Subsidiary agreements and changes require express written confirmation. The seller is entitled to make partial deliveries if the contract was concluded without scheduling and the buyer is not scheduled within 3 weeks of confirmation by the seller or after the seller's written request.

2) The delivery period begins with the dispatch of the order confirmation, but not before the documents, permits, releases to be obtained by the buyer have been provided or before an agreed deposit has been received.

3) The delivery deadline is met if either the delivery item has left the factory or the buyer has been informed that it is ready for dispatch.

4) The delivery period is extended appropriately in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles that are beyond the will of the seller, as soon as such obstacles can be proven to have a significant influence on the completion or delivery of the delivery item. This also applies if the circumstances arise when the seller delivers. The seller is not responsible for the aforementioned circumstances even if they arise during an already existing delay. In important cases, the seller will inform the buyer of the beginning and end of such obstacles as soon as possible.

5) In the event of such unforeseen events, if they significantly change the economic significance or content of the service or have a significant impact on the seller's operations, the contract will be adjusted appropriately. If this is not economically justifiable, the seller has the right to withdraw from the contract in whole or in part. The buyer has no claims for damages due to such withdrawal. If the seller wishes to make use of the right of withdrawal, she must inform the buyer of this immediately after becoming aware of the significance of the event, even if an extension of the delivery period was initially agreed with the purchaser.

6) If the Buyer suffers damage due to a delay caused by the Seller's own fault, the Buyer shall be entitled to claim compensation for the delay to the exclusion of any further claims. Such compensation shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used in time or in accordance with the contract as a result of the delay.


7) If shipment is delayed at the Buyer's request, the Buyer shall be charged, beginning one month after notification of readiness for shipment, for the costs incurred by storage at the Seller's works, but at least half a percent of the invoice amount for each month. The Vendor shall, however, be entitled to dispose otherwise of the delivery item after setting and fruitless expiry of a reasonable period and to supply the Purchaser within a reasonably extended period.

§6 Shipping

1) Deliveries are made ex works, with the buyer paying the shipping costs. If the seller has not given any written instructions regarding the type of shipment, the seller will carry out the shipment at its discretion without assuming liability in the event of any negligence. However, at the buyer's request, the seller will insure the shipment by the supplier against theft, breakage, transport, fire and water damage and other insurable risks at the buyer's expense. The buyer is responsible for securing and asserting claims in the event of transport damage.

2) The risk passes to the buyer at the latest when the delivered parts are dispatched, even if partial deliveries are made or the seller also provides other services, e.g. B. has taken over the shipping costs or delivery and installation. Goods reported ready for dispatch must be retrieved immediately by the buyer. Otherwise the seller is entitled. to store the goods at his own expense and risk and to invoice them as delivered ex works. If the call is not made within 30 days of sending the written declaration of readiness for dispatch, the buyer is entitled to the rights according to § 5 No. 7.

3) Delivered items must be accepted by the buyer without prejudice to the rights under §7, even if they have insignificant defects or minor deviations from the usual tolerances.

§7 Defects

1) Complaints by the buyer due to incomplete delivery or defects in the delivery item, which also includes the lack of guaranteed properties, must be sent to the seller within a deadline of 8 days after the delivery item arrives at the destination. In the case of hidden defects, this period applies from the time at which the defect was or could have been discovered; The buyer bears the burden of proof.

2) Once the buyer has begun processing, installing or using the delivered goods, any complaints are excluded; The same applies to customary or minor or technically unavoidable deviations in quality, dimensions, equipment or weight.

3) In the event of justified complaints, the seller has the right to improve its work or to deliver defect-free replacement goods within a reasonable period of time after receipt of the goods. The seller can, at her discretion, carry out the repair on site within 4 weeks of receiving the notification of defects. Only if the seller culpably has not complied with the repair or subsequent delivery or has not complied with it completely or on time can the buyer, at his discretion, demand a reduction in the remuneration or cancellation of the contract. Further rights due to defective deliveries are excluded; this applies in particular to all possible claims by the buyer for compensation for direct and indirect damage, unless the damage is based on a grossly negligent breach of contract or on an intentional or grossly negligent breach of contract by a legal representative or vicarious agent the saleswoman.

This limitation of liability does not apply to data protection claims.

§8 Retention of title

Until all claims (including all current account balance claims) to which the seller is entitled against the buyer for any legal reason now or in the future have been fulfilled, the seller is granted the following securities, which she will release upon request at her discretion, to the extent that their value exceeds the claims sustainably exceeds by more than 20%:

1) The goods remain the property of the seller until full payment has been made. Processing or transformation always takes place for the seller as the manufacturer, but without any obligation for her. If the seller's (co-)ownership expires through combination, it is already agreed that the buyer's (co-)ownership of the uniform item will be transferred to the seller in proportion to the value (invoice value). The buyer keeps the (co-)ownership of the seller free of charge. Goods to which the seller has (joint) ownership are hereinafter referred to as reserved goods.

2) The buyer is entitled to process and sell the reserved goods in the normal course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The buyer now assigns all claims arising from resale or any other legal reason (insurance, tort) relating to the reserved goods (including all balance claims from current accounts) to the seller as security. The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This collection authorization can only be revoked if the buyer does not properly meet his payment obligations. Amounts received by the buyer from assigned claims must be booked in a separate account until they are transferred to the seller. The seller will not collect the assigned claim as long as the buyer meets his payment obligations. However, the buyer is obliged to indicate the third-party debtors to the seller upon request and to notify them of the assignment.

3) Pledges or assignments as security of the reserved goods or the assigned claims are not permitted.

4) If third parties access the reserved goods, the buyer will point out that they are the property of the seller and notify them immediately. It is the buyer's responsibility to take measures to temporarily protect the seller's rights. The buyer is obliged to immediately send the seller a list of the remaining reserved goods, including those that have been processed, and a list of the assigned claims to the third-party debtors, together with copies of the invoice.

5) If the buyer behaves in breach of contract - in particular late payment - the seller is entitled to take back the reserved goods or, if necessary, to demand assignment of the buyer's claims for return against third parties. The taking back or seizure of the reserved goods by the buyer does not constitute a withdrawal from the contract - unless the installment law/consumer credit law applies.

§9 Place of performance

The place of performance for all services of both parties and the place of jurisdiction for all mutual claims (including for bills of exchange and check procedures) is the registered office of the seller. German law applies exclusively.