Terms and Conditions
General Terms and Conditions of Delivery and Business
As of: 01/2022
General Terms and Conditions of Delivery and Business
As of: 01/2022
I. Validity Our following terms and conditions of delivery and business apply exclusively to companies, legal entities under public law, and special funds under public law. They also apply to all future business relationships, even if they are not expressly agreed upon again.
II. Conclusion of contract, content of contract
Our offers, deliveries, and services are subject exclusively to these terms and conditions. Any deviating terms and conditions of the customer shall not become part of the contract. Our terms and conditions shall be deemed accepted at the latest upon receipt of the delivery or service.
Our offers are valid for a maximum of 30 days. Contracts are concluded solely through our written order confirmation or through the execution of the order.We reserve the right to make technical and design deviations from descriptions and information in brochures, offers, and written documents, as well as changes to performance, design, and materials in the course of technical progress, without the customer being able to derive any rights from this. Information about our products (technical data, dimensions, etc.) is only approximate and approximate. They do not constitute a guaranteed quality unless the guarantee is expressly stated in writing.
We reserve ownership rights and copyrights to samples, drawings, cost estimates, etc., including those in electronic form. They may not be made accessible to third parties without permission and must be returned or destroyed immediately upon request.
III. Prices, payments
In the absence of a special agreement, prices are ex works, including loading and excluding packaging and unloading. Sales tax at the applicable statutory rate shall be added to the prices.
If, between the conclusion of the contract and delivery, the applicable prices of our suppliers or other costs relating to our products increase, we shall be entitled to increase the agreed prices appropriately.
In the absence of a special agreement, the purchase price is due net (without deduction) within 30 days of the invoice date.
Offsetting and rights of retention on the part of the customer are excluded, unless the counterclaim is undisputed or has been legally established.
IV. Delivery and assembly
Agreements regarding a binding delivery or installation time (performance time) must be made in writing. Our timely performance requires that all commercial and technical questions between the customer and us have been clarified and that the customer has fulfilled all obligations incumbent upon them, such as obtaining the necessary official approvals or making advance payments.
Our delivery time is deemed to have been met if our product has left the factory by the end of this period or we have notified the customer that it is ready for shipment. If acceptance is required, the acceptance date shall be decisive – this shall not apply in the event of justified refusal of acceptance.
If we are unable to perform on time, we shall inform the customer immediately.
If we are not responsible for the delay, such as in the case of energy shortages, import difficulties, operational and traffic disruptions, strikes, force majeure, or delays on the part of our suppliers, the performance period shall be extended accordingly. If we are still unable to perform after a reasonable extension, both the customer and we shall be entitled to withdraw from the contract. Claims for damages by the customer are excluded.
If we are responsible for the delay, the customer may withdraw from the contract in accordance with the statutory provisions. If the customer incurs damage as a result of the delay, they are entitled to demand lump-sum compensation. This amounts to 0.5% for each full week of delay, but no more than 5% of the value of that part of the service which cannot be used on time or in accordance with the contract as a result of the delay.
V. Transfer of risk, insurance
The risk is transferred to the customer as soon as the product has left our factory or distribution warehouse. This also applies if we provide additional services, such as shipping costs or delivery. If acceptance is required, the risk is transferred upon acceptance.
If shipment or acceptance is delayed or does not take place due to circumstances for which the customer is not responsible, the risk shall pass to the customer as soon as we have notified them that the goods are ready for shipment or delivery.
We undertake to insure the product at the express request of the customer and at their expense.
VI. Retention of title
If the customer is more than ten days in arrears with a due payment, partial payment, or final payment, either in whole or to a significant extent, and if a reasonable payment deadline set by us has expired without success, we may demand that the customer surrender the goods subject to retention of title, even without having previously declared our withdrawal from the contract. The same applies if insolvency proceedings are initiated against the customer’s assets and are not withdrawn within ten days. If the customer does not comply with the request for surrender, or if there is a risk of loss or destruction of the goods subject to retention of title, we are entitled to take possession of the goods subject to retention of title. For this purpose, we may enter the location of the goods subject to retention of title. The customer shall bear the costs of taking back the goods. We may sell the goods subject to retention of title at our discretion and at the best possible price. If the proceeds exceed our secured claim, the customer shall be entitled to the difference.
VII. Claims for defects (warranty)
Our liability is limited to ensuring that our products are free from defects in accordance with the current state of the art. Our liability shall be excluded in the following cases:
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if our products are not properly stored, installed, commissioned, or used by the customer or third parties,
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in cases of natural wear and tear,
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in the event of improper or insufficient maintenance,
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when unsuitable operating materials are used,
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for damage caused by repairs or other work carried out by third parties that have not been expressly approved by us,
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if the products are used for purposes other than their intended use.
The customer shall inspect the product and/or service immediately upon receipt. Any obvious defects must be reported to us in writing within one week of receipt of the product and/or service, or, if the defect becomes apparent at a later stage, within one week of its discovery. If no such notice is given, the product and/or service shall be deemed to have been approved.
Our statutory liability for defects is limited to subsequent performance, i.e. at our discretion either remedy of the defect or replacement delivery. The customer must grant us adequate opportunity for subsequent performance without delay; otherwise, we shall be released from liability for any resulting consequences. Only in urgent cases, such as to ensure operational safety or to prevent disproportionately high damage, may the customer remedy the defect themselves or through third parties and demand reimbursement of the necessary expenses from us. In all cases, replaced parts must be handed over to us.
If subsequent performance fails, the customer shall be entitled to reduce the remuneration or, in the case of substantial defects, to withdraw from the contract.
For newly manufactured goods and services, including associated planning and supervision services, we shall be liable for a period of three months from delivery or acceptance, unless different terms have been expressly agreed in writing.
In the case of the sale of used products, our liability shall generally be excluded.
Any further claims by the customer due to defects beyond the provisions set out above in Sections 3, 4, and 5 are excluded. In particular, we shall not be liable for damage that does not occur to the product and/or service itself, nor for any other financial losses incurred by the customer.
VIII. Liability
Our liability, regardless of the legal basis, shall be limited to intent and gross negligence.
All liability limitations set out in these Terms and Conditions shall not apply:
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in cases of intent or gross negligence on our part or on the part of our vicarious agents,
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in cases of injury to life, body, or health,
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in cases of damage resulting from the absence of a guaranteed quality or feature,
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in the event of claims arising under the Product Liability Act.
IX. Severability Clause
Any amendments or supplements to the contract or to these Terms and Conditions must be made in writing to be effective. Should any provision of these Terms and Conditions be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
X. Governing Law, Jurisdiction
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These Terms and Conditions shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
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The place of jurisdiction for transactions with merchants shall be Offenburg. However, we shall also be entitled, at our discretion, to bring legal action at the customer’s place of business.