The basis of every binding sales contract is a written confirmation of order. Purchase and delivery terms of the buyer do not bind us. If our confirmation order is not contested, at any rate, our general terms and conditions shall apply exclusively. Catalogues, pictures, drawings and any other technical data included in our brochures or printed matters are non-binding. Incase of an order, drawings must be expressly confirmed in writing.
The delivery times are approximate times, unless otherwise expressly agreed upon. We expressly reserve the right to decide onthe possibility of delivery on a case-to-case basis. In case of labour disputes and in case of any unforeseen circumstances that are beyond our control or in case of hindrances for which are the supplier’s area of responsibility, the delivery time is prolonged appropriately and correspondingly. This also applies, if the hindrance occurred during an existing delay.
Our prices (ex works and without prepayment) are based upon the cost relations that are valid at the time of the offer. If said prices are modified until the fulfilment of the order and if the order was placed more than 4 months ago, we are entitled to adapt the sales price correspondingly. All prices are valid from the seat of the contractor and exclusive of the legally valid value-added tax, unless otherwise agreed upon. The payment of the purchase price shall be effected by 30 days after the date of invoice at the very latest, unless the payment is expressly connected to a date of maturity. In addition, §§ 286, 288 of the BGB [German Civil Code] shall apply. For our new clients, the delivery of the goods is only carried out against an advanced payment or cash on delivery. In case of non-compliance with our terms and conditions or in case that the contractor’s claim for payment seems to be endangered due to the client’s lacking of financial capacity, the contractor shall be entitled to either claim provisions of security of this choice or to claim advance payment before the complete or partial fulfilment of the order. In case of default in payment, we will, according to § 284 BGB, invoice an interest rate that exceeds the basic interest rate by 8%, unless we ourselves have to pay higher interest rates for the recourse to a bank loan. A notice of default shall not be required. In case of default in payment or in case of late payment as of the 31st day after the issuing of the invoice, special discounts and rebates that have been granted shall no longer be applicable. Cheques and bills of exchange are only accepted in order to fulfil the contract, however, without the deduction of any discounts and without ourselves having to pay any expenses. They are only deemed as an effected payment, after the exchange value is honoured and credited to our business account. Our representatives shall not be entitled to collect the money without our express written authorization.
The retention of payments or the set-off against counter-claims is ruled out to the extend that said counter-claims have not been accepted or bindingly determined. The assignment of due and bindingly determined as well as of alleged counter-claims towards a third party are expressly ruled out. Declarations of assignments require written approval or confirmation.
We are entitled to partial deliveries. Upon the handling-over to you, the carrier, the forwarding company etc., the risk shall pass to you. Only at your express request and on your account shall we be obliged to take out a transport insurance. We will not take back any goods we delivered. The goods cannot be exchanged. If goods ordered are not accepted for an important reason, you shall be obliged to pay us a flat rate of 40% of the purchase price so that we are able to pay our costs (without proof of damage).
Your right to claim damages shall remain unaffected by this. You are at liberty to prove that a smaller damage occurred. In this case, you owe us the amount of the damage that really incurred. We defer call orders 3 months at the most. We shall be entitled to completely carry out the delivery without prior announcement or notification upon expiry of this deadline. In case of non-compliance with the contract and the unsuccessful expiration of a 14-days period of grace set by us, we shall been titled to immediately terminate the contract without previous notice and to assert claims for damages in the framework of the aforementioned scope (flat rate regulation) or for non-fulfilment of the contract. Furthermore, we shall be entitled to freely dispose of the goods that were not accepted, setting their prices off against the items of damages. Goods bought on call or submitted for repair works shall be stored at the risk of the buyer or client, respectively. In case of repair works that are carried out in our workshop, we shall not assume liability for the delivery of the goods to and from our workshop, even if said delivery is carried out by our own vehicles.
If the goods supplied have a material defect, the contractor shall be obliged, at their option and fair discretion, to either repair the goods supplied or to replace them free of charge. The liability for material defects amounts to twelve months as of the delivery of the object of purchase and does only concern such defects that already existed before the time of the delivered goods’ passage of risk. The contractor shall be notified immediately in writing of such material defects. Any liability for material defects, irrespective of which reason, shall come under the statute of limitation after 12 months after the delivery or the passage of risk, respectively. This does not apply if the defect concerns a building or elements of a building which has or have caused the material defect. Insofar as a liability according to the German Product Liability Act exists as well as in case of intentional, grossly negligent or fraudulent behaviour, the legal regulation shall apply for the limitation of claims based on defects. Damages occurring as a result of improper use or due to natural wear and tear are not considered as material defects. For them, any liability is ruled out.
Further claims of the client, particularly a claim for the repair of damages that did not occur directly on the object of purchase (so-called consequential damages) shall only be applicable
In case of a complaint, we are obliged to inspect the purchased object for defects either at our factory or on site.To the extend that the inspection shows that we are not responsible for the complaint, and particularly if the defect is caused by the improper use of the object of purchase by the buyer, the buyer shall be obliged to reimburse us all costs incurred due to theinspection and the repair. We are entitled to retain the goods until the costs are paid.
The contractor reserves the title to all goods supplied until the complete payment of all outstanding amounts to which he / she is entitled to in the framework of the business relationship. In case of open accounts, the whole retention goods serve as a security for the claims from the outstanding balances. If the estimated value of the retention good serving as a security for the contractor exceeds the outstanding amount payable by the client by more than fifty percent, the client is entitled to claim that the contractor releases securities. The client must not pledge or transfer by way of security the objects of retention. In case of seizure or confiscation or a different disposition by a third party, the employer shall immediately notify the contractor of this and give him / her all information necessary for the enforcement of the contractor’s title. If the client does not fulfil its contractual obligations towards the contractor, particularly if a default in payment according to § 284 BGB occurs, the contractor shall be entitled to take back the reserved goods after prior announcement. The client is obliged to return the goods. To this purpose, the contractor shall be entitled to set foot on the client’s premises in order to collect there tention goods. The enforcement of the afore mentioned measure shall not be deemed as the rescission of the contract. The client shall be entitled to sell or process the retention goods in the framework of his business. For this case, the contractor’s claim of the title is replaced by the client’s claim towards a third party resulting from the sale or processing of the retention goods which the client even now assigns to the contractor for reasons of security. The contractor shall be entitled to assert the claim inits own name. The contractor is entitled to insure the reserved goods against all risks at the costs of the client unless the client proves upon request that he took out a respective insurance in favour of a third party.
We are entitled to cancel the business relations for an important reason and to claim the payment of the outstanding amounts with immediate effect, if the default of payment is at least 10% of the overall balance, if your financial circumstances essentially change or worsen and your property is considerably endangered, if you gave false information during the conclusion of the contract, if the goods of retention are lost, considerably damaged or destroyed and if, on the other hand, the due purchase price is not paid. If a maturity acceleration of the still outstanding balance occurs due to the reasons mentioned above, you agree and are obliged to return the goods immediately to us or to a third party commissioned by us for reasons of safe keeping. The intervention of a sequestrator shall not be necessary. Furthermore, we or a third party commissioned and authorized by us shall be entitled to collect the goods and, for this purpose, to set foot on your business premises or site. After the fixing of a respective delay, we shall be entitled to use the goods and any other securities assigned to us freely and atour discretion. To this extend, we shall credit your account. Unless otherwise expressly agreed upon, the contractor shall render the delivery free of rights of third parties (property and copyrights). To the extend that nevertheless a property right was infringed the contractor is obliged to procure either the right of use of the entitled third party or to modify the object of purchase so that the property right is no longer infringed. If this cannot be reasonably expected from the contractor, both parties shall be entitled to step back from the contract. Claims for damages are mutually ruled out for this case, unless intentional or grossly negligent behaviour is evident. In so far as defective titles of any type exist, the afore mentioned provision shall apply correspondingly for material defects. The client shall be obliged to immediately notify the contractor in writing of any defective titles asserted against him and to leave open without any limitation any defence possibilities for the contractor as regards third parties. The acknowledgement of the contractor’s account results in the loss of a possible liability towards the contractor arising from a warranty of title.
Irrespective of the value in dispute and also for disputes on cheques and bills of exchange, the exclusive place of jurisdictions hall be the district court in 65549 Limburg. The present provision on the place of jurisdiction shall only apply for fully qualified merchants in the sense of the laws. For the rest, the place of the jurisdiction of the defendant shall be applicable.
If any of the preceding provision is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that corresponds to the actual intention of the parties.