1 Terms of Service
General – Scope – Explanation of terms
1.1 The following general terms and conditions, hereinafter referred to as GTC, apply as general terms of delivery and payment for all business transactions with our customers, in particular for all current and future offers made by us and contracts concluded with us, for the delivery of goods and other services (purchase, Work and work supply contracts), even if our general terms and conditions are not referred to separately in later contracts. Insofar as an agreement on a so-called follow-up guarantee is made separately, our special conditions for the separately agreed follow-up guarantee also apply.
1.2 Our general terms and conditions also apply if the customer refers to his own terms and conditions, in particular when accepting the order or in the order confirmation, unless we have expressly declared in writing that the customer’s terms and conditions are valid!
1.3 Customers within the meaning of the General Terms and Conditions are only entrepreneurs, i.e. natural or legal persons or legal partnerships with whom business relationships are entered into and who act in the exercise of a commercial or independent professional activity.
2 Conclusions of contract
2.1 Our offers are non-binding. We reserve the right to make technical changes as well as changes in shape, color and / or weight within reasonable limits.
2.2 We reserve the right to make changes to the images, descriptions, drawings, weights and dimensions from our brochures, price lists, catalogs and our offer, provided that the delivery item is not significantly changed or its quality is not impaired and the changes are reasonable for the customer . The same applies to changes in design and shape that can be traced back to improvements in technology or to legal requirements.
2.3 By ordering goods, the customer makes a binding declaration that he wishes to purchase the goods ordered. We are entitled to accept the contract offer contained in the order within two weeks of receipt by us.
2.4 A contract is only concluded with the issue of our written order confirmation, which is decisive for the content of the contract, through delivery or through the start of the work. Changes and additions to the contract that have been made verbally require our written confirmation to be effective.
2.5 The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with our supplier. Otherwise 4.2 applies.
2.6 The customer will be informed immediately about the unavailability of the service. The consideration, if already paid, will be reimbursed immediately.
2.7 If the customer orders the goods electronically, we will immediately confirm receipt of the order. The confirmation of receipt does not yet represent a binding acceptance of the order. The confirmation of receipt can, however, be combined with the declaration of acceptance.
3 Prices and Terms of Payment
3.1 The purchase price offered is binding for a period of two weeks. Statutory sales tax is not included in the purchase price, nor are packaging, shipping, insurance, customs and other public information. In the case of mail order purchases, a reasonable flat-rate shipping fee can also be applied.
3.2 Price changes are permitted if there are more than 4 months between the conclusion of the contract and the agreed delivery date. If the wages, the material costs or the market-based cost prices then increase up to completion or delivery, we are entitled to increase the price appropriately in accordance with the cost increases. The customer is only entitled to withdraw from the contract if the price increase not only insignificantly exceeds the increase in the general cost of living between the order and delivery.
3.3 Insofar as no other written agreements have been made in individual cases, payments are due immediately upon delivery of the delivery item or acceptance of the work, at the latest when the customer has received the corresponding invoice, insofar as the due date stated on the invoice is printed, does not result in anything else.
3.4 The customer is in default – even without a reminder – at the latest if, after receipt of the goods or acceptance of the service and the due date (Clause 3.3.), He does not pay the purchase price within a period of 10 days after the due date and receipt of the Bill. Otherwise, Section 286, Paragraph 3, Clause 2 of the German Civil Code (BGB) applies.
3.5 The amount of the default interest to be paid is determined according to the legal regulations.
3.6 The withholding of payments due to counterclaims of the customer not recognized by us is not permitted, as is offsetting with such claims.
3.7 In the event of justified doubts about the solvency or creditworthiness of the customer, which are also indicated by the customer’s default in payment, we are entitled – without prejudice to our other rights – to demand securities or advance payments for outstanding services, and to make all claims from the business relationship due immediately and to raise the objection of uncertainty within the meaning of § 321 BGB as a right to refuse performance. In addition, we have the right of withdrawal in accordance with Section 321 (2) in conjunction with Section 323 of the German Civil Code (BGB), as our performance interest is linked to the timeliness of the customer’s payment obligation.
4 Conclusion of contract
4.1 The delivery or completion deadline is based on the written agreements made on a case-by-case basis. If in doubt, it is generally 12 weeks from the conclusion of the contract. A delivery period is met when the delivery item is ready for transport or readiness for dispatch has been established and notified.
4.2 Can we or we will not meet the agreed delivery or completion date for reasons for which we are not responsible, in particular in the event of force majeure, operational disruptions, strikes, lockouts, energy supply difficulties, delays in the delivery of essential raw and starting materials as well as supplier parts If we do not deliver to our supplier on time without our being responsible for this delay, we will inform the customer immediately. At the same time, the delivery or completion deadline is extended according to the duration of such measures and obstacles, including the associated contractual commitment. If, in such a case, it cannot be foreseen that the service or completion can be provided by us within a reasonable period, but no later than four months after the original completion date, both we and the customer can withdraw from the contract; Claims for damages are excluded in this context.
4.3 The same applies if the obstacles still exist four months after we were notified of the delay. If the obstacles are already recognizable to us when the contract is concluded, we are not entitled to withdraw.
5 Delivery – Passing of Risk – Packaging
5.1 Deliveries are made from our headquarters in Hildesheim.
5.2 The customer is entitled and obliged to check the delivery item within 14 days of receipt of the notification of readiness for delivery or other notifications of delivery or completion at the handover location. At the same time, the customer is obliged to accept the delivery item within the specified period, unless it is temporarily prevented from accepting it through no fault of its own.
5.3 If the customer deliberately or grossly negligently delays the acceptance of the purchase item for more than 14 days after receipt of the notification of readiness, we are entitled to withdraw from the contract or to demand compensation for non-performance after setting a grace period of a further 14 days. There is no need to set a deadline if the customer seriously or finally refuses acceptance or is obviously unable to pay the purchase price within this period.
5.4 The risk of accidental loss and accidental deterioration of the delivery item is transferred to the customer as soon as the goods are handed over to the customer or – if the delivery item is dispatched at the request of the customer – the person or company appointed to carry out the shipment or the Readiness for dispatch has been communicated. This applies regardless of whether the shipment is made from the place of performance and who has to bear the transport costs.
5.5 If the customer declares that he will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item is transferred to the customer from the point in time at which the customer is in default of acceptance.
5.6 Packaging becomes the property of the customer and is therefore charged separately. Postage and packaging expenses are also billed separately. The choice of the shipping method is made
to the best of our judgment, unless the customer has given express written instructions about the type of shipment.
5.7 Partial deliveries are permitted within the delivery times specified by us, provided that this does not result in any disadvantages for use.
6 Reservation of Title
6.1 The goods delivered by us remain our property until all claims from the entire business relationship with the customer have been met in full.
6.2 The customer is obliged to handle the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.
6.3 The customer is obliged to store and label the goods subject to retention of title separately. He will insure the goods subject to retention of title against fire, water damage, burglary and theft at his own expense. The insurance policy must be sent to us for inspection upon request. The customer assigns his claims against the insurance company to us in advance. At the same time, we hereby accept the assignment.
6.4 In the event of third-party access to the reserved property, for example in the event of a seizure, the customer must notify us immediately. The customer must notify us immediately of a change in ownership of the goods or a change of residence or company headquarters.
6.5 The customer bears all costs that have to be expended to revoke access and to replace the goods we have delivered.
6.6 We are entitled, in the event of behavior by the customer contrary to the contract, in particular in the event of default in payment or breach of an obligation according to Section 6.2. and 6.3.1. to withdraw from the contract according to this provision and to reclaim the goods.
6.7 The customer is granted the right to sell the reserved goods in the ordinary course of business, as long as he is not in default with his payment obligations. Pledging or security transfers are prohibited. As a precaution, the customer hereby assigns to us in full the claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods. We accept the assignment.
6.8 We authorize the customer to collect the claims assigned to us for our account in his own name. We reserve the right to revoke this authorization and to collect the claim ourselves as soon as the customer does not properly meet his payment obligations or is in default of payment.
6.9 At our request, the customer will disclose the assignment and provide us with the information and documents required to collect the claim.
6.10 If the reserved goods are combined with other items, the reserved ownership of the newly created item continues. We thereby acquire a co-ownership share in the ratio of the value of the reserved goods (invoice value) to the value of the new item. If one of the connected items is to be regarded as the main item, the customer transfers co-ownership to us in the ratio of the value of the goods delivered by us (invoice value) to the value of the new item. The customer keeps the new item free of charge with regard to our co-ownership share. If the goods subject to retention of title are resold as part of the new item, the conditions set out in Clause 6.5 apply. Agreed advance assignment only in the amount of the invoice value of the reserved goods.
6.11 We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.
6.12 If the law of the country in which the delivery item is located does not permit retention of title or only to a limited extent, we can reserve other rights to the delivery item. The customer is obliged to take all necessary measures (e.g. registrations) to implement the retention of title or the other rights that take the place of the retention of title and to cooperate to protect these rights.
7 Warranty for defects
7.1 As a matter of principle, only the manufacturer’s production description is deemed to be agreed as the quality of the goods, unless otherwise stated in our offer.
7.2 Public statements, promotions or advertising by the manufacturer do not represent any contractual specification of the quality of the goods.
7.3 Information contained in catalogs, offers, order confirmations, etc. do not represent any guarantees in the legal sense, unless the contrary is expressly communicated in writing by us or the manufacturer.
7.4 Insofar as we – without special remuneration – give technical advice and recommendations, these are based on careful examination, but do not contain a will to be legally binding; in this respect, they do not represent any information on properties or guarantees, and no liability is assumed.
7.5 If the purchased goods are accompanied by faulty assembly and operating instructions, we are only obliged to deliver fault-free assembly instructions and only if the faulty assembly instructions prevent proper assembly or operation.
7.6 The assertion of warranty claims is excluded if the customer does not return the purchased goods within the time specified in 5.1.2. specified period, but no longer than 14 days after delivery of the goods, and does not report any obvious errors in writing within the last-mentioned period. Deadline is sufficient for the timely dispatch.
7.7 The in section 5.1.2. The mentioned obligation also includes checking whether the goods ordered or proposed by us are suitable for the purpose intended by the customer; However, the suitability provided by the customer is only part of the contract if this has been expressly included in our order confirmation.
7.8 The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery and for the timeliness of the notification of defects.
7.9 Insofar as the customer has reported the defect in good time (Section 7.2.1.), we guarantee that the goods purchased by us are free of defects, in principle one year from delivery of the goods. The warranty is excluded for used goods, even if a general overhaul has taken place. Any further warranty claims for material defects are only given if this has been expressly agreed. In the case of a separate agreement on a so-called follow-up guarantee, the provision in Clause 1.1 also applies. P. 2.
7.10 For defects in the sold item, we initially provide a guarantee – at our option – through subsequent improvement or replacement delivery (= subsequent performance). This does not apply if the complaints are based on improper assembly or treatment by the customer or on improper use or natural wear and tear. If the customer changes or repairs goods delivered by us or if he has changes or repairs carried out by third parties, the warranty expires, unless the customer can prove that the change or repair was not the cause or not one of the causes of the defect.
7.11 In the case of work performed by us, the warranty period is one year, unless otherwise stated in Part B of the VOB – in the case of their inclusion – or in Section 634a (1) no. The statute of limitations then begins with the acceptance of the work. If the customer / purchaser accepts a defective work, although he is aware of the defect, he is only entitled to warranty rights if he reserves his rights at the time of acceptance. Such a declaration must be made in writing to be effective. In the event of defects in the manufactured work, we initially provide a guarantee, at our discretion, by removing the defect or re-manufacturing (= subsequent performance). We are entitled to refuse supplementary performance if it is only possible with disproportionate costs. Section 275 (2) and (3) BGB remain unaffected.
7.12 In the case of justified complaints within the scope of the warranty for material defects, we shall bear the labor and material costs necessary for the removal of the defects. If we replace the customer’s materials supplied by us in the course of repair work, we acquire ownership of the replaced parts.
7.13 If the defect that is subject to our warranty obligation cannot be remedied by (at least) three attempts at rectification within a reasonable period of time, or if rectification is otherwise not possible, the customer can in principle – at his option – reduce the remuneration (reduction) or cancel the contract (Withdrawal). In the case of only a minor breach of contract, in particular only minor defects, the customer is not entitled to withdraw from the contract.
7.14 If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is neither entitled to a claim for damages due to the defect nor to claims for reimbursement of expenses. Insofar as the customer asserts claims for damages after failed subsequent performance, the goods remain with the customer if this is reasonable for him. In addition, the compensation is limited in any case to the difference between the purchase price and the value of the defective item. The latter does not apply if we have maliciously caused the breach of contract.
8 Limitations of Liability
8.1 In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage based on the type of goods. Our obligation to pay damages, regardless of the legal reason, is limited to the invoice value of the amount of goods directly involved in the event causing the damage.
8.2 In the event of a slightly negligent breach of insignificant contractual obligations, liability as a whole is excluded.
8.3 This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
8.4 For the purpose of its own data protection, the customer is obliged to make appropriate backup copies or to use backup software. In this respect, liability for the loss of customer data is excluded and for any consequential damage, including lost profit, in particular if damage can be traced back to the loss of data. Apart from that, the regulations in Clause 7.3.2 remain. and Section 7.3.3. untouched.
8.5 The above limitations of liability do not affect customer claims arising from product liability. Furthermore, the limitations of liability do not apply to damage to life, limb or health of the customer attributable to us.
9 Copyright and Property Rights – Confidentiality
9.1 The customer may only pass on the drawings, plans, illustrations, calculations, samples, data carriers with or without software, technical documents and the know-how provided to third parties to third parties or make them known to them if we have given our prior written consent. We expressly reserve any copyrights.
9.2 We remain the owner of all industrial property rights to the products delivered by us and to the software provided to the customer.
9.3 Both contractual partners will treat all data, information and documents that become known to them through the business relationship and that represent business or trade secrets as confidential and will not make them accessible to third parties. This obligation applies during the term of this contract and after its termination. The contractual partners will impose corresponding obligations on their employees and agents.
10 Final provisions
10.1 German law applies exclusively to the exclusion of the law on the international purchase of movable property, even if the customer is based abroad.
10.2 The place of performance for all obligations of both parties to the contract is our headquarters in Hildesheim, insofar as Clause 5.1.1. nothing else results and insofar as no payment obligations are affected; the latter must always be fulfilled at our headquarters in Hildesheim.
10.3 In the case of all legal disputes arising from the contractual relationship, the court which is exclusively competent locally and factually for our headquarters in Hildesheim is called upon to decide. However, we are also entitled to take legal action against a customer at our headquarters at our option.