I. Scope of Application
The Terms and Conditions of Business set out below apply to all contracts for the delivery of goods which we conclude with entrepreneurs (sect. 14 BGB (German Civil Code)), a legal entity under public law or a special fund under public law. They also apply to future terms and conditions of business even if those are not explicitly agreed upon. Any deviating conditions of the customer which have not been explicitly accepted are not binding.
II. Tender and Contract Conclusion
We can accept an order placed by the customer which qualifies as a tender for the conclusion of a sales contract within two weeks by submission of an order confirmation/notice of acceptance or delivery of the ordered product within the same period of time. In the latter case, the moment of dispatch of the goods is decisive.
If not explicitly designated to be binding, our tenders are principally non-binding and subject to change.
Any changes of the ordered goods between contract conclusion and delivery as a result of further technical development of the goods are possible as long as the customer can use the goods in the same way.
All illustrations, estimates, designations and other material remain our property. They may only be passed on to a third party with our written consent. The same applies to goods or services which are subject to copyright or any other industrial or commercial property right.
III. Terms and Conditions of Payment
Our payment term is 10 days from invoicing.
Any discount is only permitted upon special written agreement.
The offset of our claims against the payment of the purchase price is only permitted in the case of counterclaims which we have accepted and that are undisputed or legally established as final.
IV. Delivery, Service, Purchase Obligation and Cancellation
We deliver to the place in Germany (mainland) specified by the customer according to DAP Incoterms© 2020 from a goods net value of 1,000.00 EUR, packing included. In the case of a net goods value of less than 1,000.00 EUR, we charge a minimum quantity surcharge of 25.00 EUR per order for consignments, if not otherwise agreed in the contract. if not otherwise agreed in the contract. Loading and dispatch are not insured and are at the customer’s risk. We will do our best to take into consideration any wishes and interests of the customer with respect to the type of dispatch and the route. Any consequently accruing additional costs have to be paid by the customer.
Delivery dates or other deadlines which have not been explicitly and definitely agreed upon in the contract are exclusively non-binding details. The delivery time specified by us begins only after clarification of all technical questions. Likewise, the customer undertakes to fulfil all his obligations both properly and punctually.
The delivery time is deemed to be observed when the goods are handed over to the carrier or are dispatched.
We are not liable for any impossibility to deliver or any delays in delivery if they are caused by force majeure or any other events which have been unforeseeable at the moment of contract conclusion and for which we are not responsible (e.g. breakdowns of any type, difficulties in material or energy provision, transport delays, strikes, legitimate lockouts, lack of workforce, energy or raw materials, difficulties in obtaining necessary regulatory approvals, pandemics or epidemics, measures of authorities or any lack in delivery or incorrect delivery or unpunctual delivery by suppliers despite a congruent hedging transaction concluded by the seller). If such occurrences make the delivery or the service significantly more difficult or impossible and if the hindrance is not only temporarily, we are entitled to withdraw from contract. In the case of temporary hindrances, the delivery or service deadlines are extended, or the delivery and service dates are postponed for the period of hindrance plus an appropriate period of adjustment. If the delivery or the service is not reasonable for the customer due to the delay, he is entitled to withdraw from contract by immediate written notice.
With the exception of pallets, we will not take back transport packaging or any other form of packaging. The costs of disposal are to be borne by the customer.
If the delivery is delayed on request of the customer or due to a fault of the customer, the latter is obliged to reimburse us for any storage costs. In such a case, the readiness for dispatch corresponds to the dispatch.
If the customer wishes to cancel an already effectively placed delivery order, we are entitled to claim 15 % of the invoice value for the product in question as compensation from the customer without the need to provide further proof.
If products are manufactured on special request of the customer, he has to approve them before production. All data as e.g. logos or similar must be made available by the customer. The customer is responsible that all data, logos or similar are not subject to any rights of third parties. Should we be held responsible for any violation of trademark rights, copyrights or any other violation of industrial property rights, the customer is internally obliged to indemnify us.
V. Safety Stock
In the interest of the customer and to ensure a timely delivery, we will establish a safety stock of goods, which the customer will receive in the course of our commercial relationship. Should it become necessary at the wish of the customer to modify the logos and/or labels which we have to provide on our products, the customer is obliged to acquire the complete safety stock before the desired modifications to the ordered goods are carried out. The obligation to acquire the safety stock, which we established in the interest of the customer, also applies in the event of a current contractual relationship being ended. This obligation to acquire is restricted to a safety stock appropriate to the quantity of goods involved, the extent of the commercial relationship so far being the decisive factor.
The establishment of a safety stock is non-binding unless such a measure is explicitly agreed upon as binding.
VI. Defects, Warranty
The warranty period amounts to 12 months from the date of goods receipt at the customer. This does not take effect if a defect is fraudulently concealed or if we accept a warranty for the condition of the goods. In this case, the legal regulations apply. Furthermore, the reduction of the warranty period does not apply to compensation claims arising from a harm to life, a personal injury or a harm to health, from the violation of material contract duties (major obligations) as far as the damage exceeds the contract-typical, foreseeable damage as well as for other damages which are due to an intentional or grossly negligent breach of duty. Material contract obligations are those duties and obligations which must be fulfilled to achieve the purpose of the contract.
If the customer reworks and/or further processes the goods or builds the goods, the warranty expires unless the customer is able to prove the impossibility that a defect has been caused by the implementation of these measures.
With regard to his legal rights of choice, the customer is limited to claim compensation or reimbursement of expenses or a reduction in price or to withdraw from contract.
Before compensation is claimed or the right to reimbursement, to reduction or to withdrawal is asserted, we will be granted the opportunity to rectification twice, i.e., subsequent delivery or rectification.
We are only obliged to compensate the costs which accrue by the assignment of another company with the rectification if we have had the opportunity to rectify twice beforehand or if we have agreed on the assignment of the other company and the related costs in advance.
Sections 377 ff. HGB (German Commercial Code) remain unaffected.
VII. Compensation, Liability
Liability for damage due to negligence is precluded. This also applies to personal liability on the part of our employees, representatives and subcontractors. However, the aforementioned liability regulation does not apply for the liability for damages arising from a harm to life, personal injury or a harm to health, from the violation of material contract duties (major obligations) as well as for other damages which are due to an intentional or grossly negligent breach of duty. Material contract obligations are those duties and obligations which must be fulfilled to achieve the purpose of the contract. With regard to the violation of material contract duties, we are only liable for contract-typical, foreseeable damages if they are caused negligently, unless these are compensation claims of the customer arising from a harm to life, a personal injury or a harm to health. Liability as defined in the German Product Liability Act also remains unaffected.
VIII. Reservation of Title
The delivered goods remain our property as reserved goods until all payments specified in the delivery contract and repayments of all claims resulting from our business transactions are made and any future demands in connection with the purchased item have been met.
In the case of open invoices, the reservation of title acts as a security for our balance claim.
The customer always processes or transforms the reserved goods for us. If the reserved goods are combined or used with other materials which are not our property, we acquire co-ownership of the item in the proportion of the value of the reserved goods (final invoice value including VAT) to the other processed materials at the time of processing. Otherwise, the same shall apply for the new item produced by processing as for the reserved goods.
If the reserved goods are combined or mixed inseparably with items which are not our property, we acquire co-ownership of the new item in the proportion of the value of the reserved goods (final invoice value including VAT) to the other combined or mixed item at the moment of combination or mixture. If the reserved goods are combined or mixed so that the item of the customer is to be considered as main item, the customer and we agree already today that the customer transfers a proportional co-ownership of the item to us. We accept this transfer.
In the event of the reserved goods being sold by the customer either alone or together with goods which do not belong to us, the customer will assign to us now all claims resulting from the sale to the value of the reserved goods together with all subsidiary rights and a priority over the remaining claims. We herewith accept the assignment. The value of the reserved goods is the amount of our invoice including value added tax plus a security surcharge of 10%, which, however, will not be taken into account in so far as it is opposed by the rights of a third party.
In so far as the further sold reserved goods remain in our co-ownership, the assignment of the claims covers the amount corresponding to the value of our share of the co-ownership. The assignment in advance also covers the outstanding balance claim. The customer is empowered only within the normal ordinary course of business to complete further sale of, to make use of or to install the reserved goods and is entitled and empowered only on condition that the claim will actually be passed on to us. The customer is not entitled to any other disposal – in particular pledging or transfer of security – of the reserved goods. We empower the customer, subject to revocation, to collect the assigned claim. We will make no use of our own entitlement to collect a claim as long as the customer continues to fulfil his payment obligations, including to the third party. The customer is to name on demand the debtors of the assigned claim and to advise the latter of the assignment – without prejudice to our right to advise the debtor of the assignment ourselves. The customer must inform us immediately of enforcement proceedings or any other intervention by the third party with regard to the reserved goods.
In the event of the value of the securities granted to us exceeding our claims by more than 20%, we are obliged, at our option, either to re-transfer or to release the securities. On payment of all our claims relating to the business relationship, ownership of the reserved goods, together with all assigned claims, is transferred to the customer.
IX. Foreign Business
In the case of a delivery of goods within the European Union, the customer is obliged to inform us of its commercial purpose and the value added tax identification number.
X. Place of Performance and Place of Jurisdiction
For any disputes arising from or in connection with contracts concluded with us, Hildesheim is agreed to be the place of jurisdiction in so far as the customer is a merchant for the purpose of the HGB (German Commercial Code), a legal entity under public law or a special fund under public law.
The business relations between the contract parties will be established exclusively in accordance with the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods does not apply, even in the case of cross-border trade.
Version: July 2022
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