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General Terms and Conditions
General Terms and Conditions of Sale
§ 1 Scope
These General Terms and Conditions of Sale shall apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law within the meaning of § 310 para. 1 BGB. We shall only recognize any terms and conditions of the customer that conflict with and/or deviate from our General Terms and Conditions of Sale if we expressly agree to their validity in writing.
These General Terms and Conditions of Sale shall also apply to all future transactions with the customer, provided that these are legal transactions of a similar nature.
These General Terms and Conditions of Sale shall apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law within the meaning of § 310 para. 1 BGB. We shall only recognize any terms and conditions of the customer that conflict with and/or deviate from our General Terms and Conditions of Sale if we expressly agree to their validity in writing.
These General Terms and Conditions of Sale shall also apply to all future transactions with the customer, provided that these are legal transactions of a similar nature.
§ 2 Offer and Conclusion of Contract
If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we can accept this by sending a written order confirmation. Enquiries, offers to sell, etc. on our part are non-binding unless they are expressly designated as binding.
The content of our written order confirmation and these General Terms and Conditions of Sale shall be decisive for the content of the contractual obligations assumed.
Our employees are not authorized to make verbal promises that go beyond or deviate from the written contractual agreement.
If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we can accept this by sending a written order confirmation. Enquiries, offers to sell, etc. on our part are non-binding unless they are expressly designated as binding.
The content of our written order confirmation and these General Terms and Conditions of Sale shall be decisive for the content of the contractual obligations assumed.
Our employees are not authorized to make verbal promises that go beyond or deviate from the written contractual agreement.
§ 3 Prices and Payment
1. Unless otherwise agreed in writing, our prices are ex works plus VAT at the statutory rate.
Packaging, delivery and shipping costs are not included in our prices and will be invoiced separately. Installation costs, commissioning costs and costs of instruction/training for operating personnel will be charged at cost and invoiced separately.
2. Unloading of the machine and provision of the necessary tools and personnel is the responsibility of the buyer. If assistance is provided by our personnel during unloading, this does not constitute any liability.
1. Unless otherwise agreed in writing, our prices are ex works plus VAT at the statutory rate.
Packaging, delivery and shipping costs are not included in our prices and will be invoiced separately. Installation costs, commissioning costs and costs of instruction/training for operating personnel will be charged at cost and invoiced separately.
2. Unloading of the machine and provision of the necessary tools and personnel is the responsibility of the buyer. If assistance is provided by our personnel during unloading, this does not constitute any liability.
3. Payments shall be made exclusively to one of the accounts specified in the order confirmation/invoice. The deduction of cash discount is only permitted if specifically agreed in writing.
4. The due date of the purchase price is based on the payment agreement made with the order confirmation. We are not obliged to ship the goods until we have received payment on an invoice issued in accordance with the agreement after notification that the goods are ready for shipment.
Interest on arrears will be charged at a rate of 9% above the respective base interest rate p.a. plus a flat-rate fee of €40.00.
We reserve the right to claim higher damages for default. Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place four months or more after the conclusion of the contract.
Interest on arrears will be charged at a rate of 9% above the respective base interest rate p.a. plus a flat-rate fee of €40.00.
We reserve the right to claim higher damages for default. Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place four months or more after the conclusion of the contract.
§ 4 Delivery
1. Unless an expressly binding delivery date has been agreed, our delivery dates and deadlines are exclusively non-binding information.
The prerequisite for the start of the delivery period we have specified is the timely and proper fulfillment of the customer's obligations.
The right to claim non-performance of the contract remains reserved.
If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damages incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
If the above conditions are met, the risk of accidental loss and accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.
1. Unless an expressly binding delivery date has been agreed, our delivery dates and deadlines are exclusively non-binding information.
The prerequisite for the start of the delivery period we have specified is the timely and proper fulfillment of the customer's obligations.
The right to claim non-performance of the contract remains reserved.
If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damages incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
If the above conditions are met, the risk of accidental loss and accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.
2. Three weeks after a non-binding delivery date/delivery period has been exceeded, the customer may request us in text form to deliver within a reasonable period.
Should we culpably fail to meet an express delivery date/delivery period, the customer must set us a reasonable period of grace to effect performance, even if the default is due to other reasons. If we allow this extension to expire without result, the customer is entitled to withdraw from the purchase contract. We shall be liable in the event of a delay in delivery not caused by us intentionally or through gross negligence, in the form of a flat-rate compensation for delay amounting to a maximum of 10% of the delivery value.
3. If the customer is in default of payment of an agreed invoice after order confirmation or in default of acceptance of the subject matter of the contract, we may, at our discretion, demand performance of the contract or withdraw from the contract after a reasonable grace period.
In the event of a withdrawal from the contract as a result of this, we shall be entitled to claim damages in the amount of 15% of the net order value, unless the customer can prove that no damage or only minor damage has been incurred.
Our right to claim higher damages against proof remains unaffected.
Should we culpably fail to meet an express delivery date/delivery period, the customer must set us a reasonable period of grace to effect performance, even if the default is due to other reasons. If we allow this extension to expire without result, the customer is entitled to withdraw from the purchase contract. We shall be liable in the event of a delay in delivery not caused by us intentionally or through gross negligence, in the form of a flat-rate compensation for delay amounting to a maximum of 10% of the delivery value.
3. If the customer is in default of payment of an agreed invoice after order confirmation or in default of acceptance of the subject matter of the contract, we may, at our discretion, demand performance of the contract or withdraw from the contract after a reasonable grace period.
In the event of a withdrawal from the contract as a result of this, we shall be entitled to claim damages in the amount of 15% of the net order value, unless the customer can prove that no damage or only minor damage has been incurred.
Our right to claim higher damages against proof remains unaffected.
§ 5 Right of retention/right of set-off
The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
The customer is only entitled to offset if his claim has been legally established or is undisputed.
The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
The customer is only entitled to offset if his claim has been legally established or is undisputed.
§ 6 Provided Documents
We reserve the property rights and copyrights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc.
These documents may not be made accessible to third parties unless we give the customer our express written consent to do so.
We reserve the property rights and copyrights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc.
These documents may not be made accessible to third parties unless we give the customer our express written consent to do so.
§ 7 Transfer of risk during shipment
If the goods are shipped to the customer at the customer's request, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, but no later than upon leaving the factory/warehouse. This shall apply regardless of whether the goods are shipped from the place of performance or whether we bear the freight costs.
If the goods are shipped to the customer at the customer's request, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, but no later than upon leaving the factory/warehouse. This shall apply regardless of whether the goods are shipped from the place of performance or whether we bear the freight costs.
§ 8 Retention of title
1. We reserve ownership of the delivered goods until full payment of all claims arising from the delivery contract.
This also applies to all future deliveries, even if we do not always expressly refer to it. We are entitled to take back the purchased item if the customer acts in breach of contract.
1. We reserve ownership of the delivered goods until full payment of all claims arising from the delivery contract.
This also applies to all future deliveries, even if we do not always expressly refer to it. We are entitled to take back the purchased item if the customer acts in breach of contract.
2. The customer is obliged to treat the purchased item with care until ownership has been transferred to him. The customer is not entitled to resell goods subject to retention of title until the purchase price has been paid in full.
The customer is obliged to insure the goods adequately at his own expense against theft, fire and water damage at replacement value.
If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties.
If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties.
If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
3. If the customer processes or transforms the purchased item, this is always done on our behalf. In this case, the expectant right of the customer to the purchased item continues in the transformed item.
If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.
If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.
§ 9 Warranty and notification of defects
1. Unless we have expressly designated the information contained in our brochures, advertisements and other offer documents as binding, the illustrations or drawings contained therein are only approximate.
If the delivered item does not have the quality agreed between the customer and us and, despite all the care taken, the delivered goods have a defect that was already present at the time of the transfer of risk, we will, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of the defect. We shall always be given the opportunity to rectify the defect within a reasonable period of time. If the rectification of defects fails, we shall always be granted at least two further attempts at rectification. If the rectification of defects fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods we delivered were subsequently taken to a location other than the customer's branch office, unless the transfer corresponds to their intended use.
Claims for defects do not arise from only minor deviations from the agreed characteristics, from an insignificant impairment of usability, from natural wear and tear, or from damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, or from particular external influences not assumed under the contract.
If the customer or a third party performs improper maintenance work or modifications, no claims for defects shall arise from these or the resulting consequences.
1. Unless we have expressly designated the information contained in our brochures, advertisements and other offer documents as binding, the illustrations or drawings contained therein are only approximate.
If the delivered item does not have the quality agreed between the customer and us and, despite all the care taken, the delivered goods have a defect that was already present at the time of the transfer of risk, we will, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of the defect. We shall always be given the opportunity to rectify the defect within a reasonable period of time. If the rectification of defects fails, we shall always be granted at least two further attempts at rectification. If the rectification of defects fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods we delivered were subsequently taken to a location other than the customer's branch office, unless the transfer corresponds to their intended use.
Claims for defects do not arise from only minor deviations from the agreed characteristics, from an insignificant impairment of usability, from natural wear and tear, or from damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, or from particular external influences not assumed under the contract.
If the customer or a third party performs improper maintenance work or modifications, no claims for defects shall arise from these or the resulting consequences.
2. Claims for defects shall become time-barred twelve months after delivery of the goods supplied by us to the customer if the goods are new. Claims for defects in relation to used goods are excluded.
The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence, as well as in the event of injury to life, limb or health, which are based on an intentional or negligent breach of duty by the user.
The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence, as well as in the event of injury to life, limb or health, which are based on an intentional or negligent breach of duty by the user.
3. The customer's warranty rights presuppose that the customer has fulfilled its inspection and complaint obligations in accordance with § 377 of the German Commercial Code (HGB) and has properly fulfilled its notification obligations in due time.
§ 10 Choice of law/place of fulfillment/place of jurisdiction
1. This contract and the entire legal relationship between the parties is subject to the formal and substantive law of the Federal Republic of Germany, excluding the applicability of CISG (UN Sales Convention) and the Rome I and II Regulations.
1. This contract and the entire legal relationship between the parties is subject to the formal and substantive law of the Federal Republic of Germany, excluding the applicability of CISG (UN Sales Convention) and the Rome I and II Regulations.
2. Unless otherwise agreed and in the event that the customer is a merchant within the meaning of the German Commercial Code (HGB), the place of performance for the mutually assumed contractual obligations is our place of business.
3. If the purchaser is a merchant within the meaning of the German Commercial Code (HGB), the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our place of business; District Court Freiburg or District Court Frei. However, we are entitled to sue the customer at his general place of jurisdiction.
§ 11 Severability Clause
Should any of the provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected.
Should any of the provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected.
