General Terms and Conditions

 

1. Scope

1.1 These general terms and conditions apply to entrepreneurs, legal entities under public law or a special fund under public law.
Our general terms and conditions apply to all current and future business relationships.

1.2 We deliver exclusively under the following conditions. Divergent or additional terms and conditions of the customer will not be recognized, even if we do not expressly object. Amendments and supplements require written form, unless it is clearly expressed in declarations in another form that they shall apply independently of the written form requirement.

1.3 Our conditions shall be deemed accepted at the latest upon acceptance of the delivery, provided we have pointed them out, even if this is not confirmed by the customer.

2. Offers, Conclusion of Contract

2.1 All our offers are non-binding. Prior sale, technical changes and price changes are reserved as long as the delivery contract has not been effectively concluded.

2.2 Our offer or our written order confirmation alone is decisive for the contractual content and scope of delivery. Side agreements and changes require our written confirmation to be valid.

2.3 An order is only considered accepted when it is confirmed by us in writing or the delivery has been executed.

3. Transfer of Risk, Shipping and Packaging, Delay

3.1 The risk passes to the customer with the start of loading the delivery parts by us or with handover to the carrier, even if delivery is free of charge.
If shipping is delayed due to circumstances beyond our control, the risk transfer occurs at the time of notification of readiness for shipment.

3.2 Shipping and packaging are carried out at our discretion in an appropriate manner.

3.3 Delivery times indicated by us are non-binding. If we exceptionally specify a binding delivery time, its commencement requires clarification of all technical questions.
Compliance with our delivery obligation further requires timely and proper fulfillment of the customer's obligations. Unforeseen events that make delivery impossible or significantly more difficult and which we have not caused intentionally or by gross negligence, such as operational disruptions, labor disputes, general raw material shortages, extend our delivery period to a reasonable extent.

3.4 We are not liable for slight negligent breach of the duty to deliver on time. This does not apply to damages resulting from injury to life, body or health. The exclusion of liability for damages due to delay also does not apply if the delay is based on a culpable breach of a material contractual obligation. In this case, the claim for damages is limited to the foreseeable, typically occurring damage.

4. Prices, Payment Terms

4.1 Prices are ex works in Euro excluding packaging; the customer bears the costs of transport such as freight, loading, transport insurance as well as customs duties etc. If free delivery is agreed, any additional costs for shipping requests by the customer that deviate from our price offer shall be borne by the customer.

4.2 Billing is based on Euro prices generally applicable on the day of delivery, unless specific prices have been agreed. If delivery takes place more than three months after conclusion of the contract due to reasons attributable to the customer or as per contract, we are entitled to adjust the agreed prices according to changes in our general delivery prices within a market-appropriate price development.

4.3 Payments shall be made free of charge in the agreed currency at our registered office.

4.4 Payments are due within 30 days from invoice date and dispatch or readiness for dispatch without deduction. In case of exceeding the deadline, statutory interest will be charged. Transfers are considered paid at the time of crediting and checks upon receipt by us subject to collection.

4.5 Payment orders and bills of exchange are only accepted by special agreement and, like checks, only as conditional payment. Collection and discount fees shall be borne by the customer. Passing on and prolongation do not constitute fulfillment.

4.6 Discounts such as cash discounts or other concessions are only granted on the basis of special agreements. An agreed discount can only be deducted by the customer if he is not in default with other obligations towards us.

4.7 The customer may only offset against our claims or assert a right of retention for undisputed or legally established claims.

4.8 Payment delays or knowledge of a significant deterioration in the customer's financial circumstances entitle us as supplier to demand immediate full payment or sufficient security, without restricting our right of withdrawal in this case.

4.9 Assignment of claims against us is excluded.

5. Call Orders

5.1 Call orders must be accepted by the customer at the latest within twelve months after placing the order and paid for in full.

5.2 If a more favorable tiered price is agreed based on the total call quantity, we are entitled to adjust the price according to the quantity scale if the customer fails to accept the total quantity on time for reasons attributable to him.

5.3 After expiry of the deadline for a call order, we are entitled, after setting a written grace period to the customer, to withdraw from the contract due to the quantities not taken and/or to claim damages instead of delivery.

6. Retention of Title

6.1 We retain ownership of the goods delivered by us until all claims arising from the business relationship have been paid.

6.2 We are entitled to demand the return of the reserved goods in case of breach of contract by the customer, especially in case of default in payment or violation of a duty under these general terms and conditions.

6.3 The customer stores the reserved goods for us free of charge. He must insure them against usual risks such as fire, theft and water to the usual extent.
If the customer cannot prove insurance of the goods, we are entitled but not obliged to insure the goods accordingly at the customer's expense.
The customer hereby assigns to us his compensation claims arising from damages of the above-mentioned types against insurance companies or other liable parties up to the invoice amount of the goods. We accept the assignment.

6.4 Pledging or transfer by way of security of the reserved goods is prohibited for the customer. In case of seizures or other measures by third parties impairing our rights or in case of payment default, application or opening of insolvency proceedings over his assets, the customer must inform us immediately and provide all information necessary to safeguard our rights.
The customer irrevocably permits us for this purpose to enter his premises or property and, if necessary, to dismantle and collect the reserved goods. Furthermore, the customer is obliged to expressly point out our ownership rights in case of seizures or other measures by third parties impairing our rights.

6.5 The customer is entitled to resell the goods owned by us in the ordinary course of business. He hereby assigns to us all claims arising from resale against third parties up to the invoice amount.
We accept the assignment. After assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer does not properly fulfill his payment obligations and falls into default.

6.6 Processing and treatment of the goods by the customer are always carried out on our behalf and in our name. If processing is carried out with objects not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us relative to the other processed items. The same applies if the goods are mixed with other items not belonging to us.

6.7 If the value of the securities provided by us exceeds the value of the secured claim by more than 25%, we are obliged to release securities accordingly at the customer's request.

6.8 If goods are taken back on the basis of retention of title, their realization takes place at the customer's expense. Subject to further damages, we are entitled to charge 15% of the realization loss as a flat-rate cost.

7. Warranty and Liability for Damages

7.1 The delivered goods must be checked immediately by the customer for defects. Defects recognizable upon proper inspection must be reported to us immediately in writing, at the latest within eight days after receipt of the goods (exclusion period).

7.2 Our statements about the properties of our products correspond to the results of our calculations, tests or trials. We do not give guarantees in the legal sense thereby. Public statements, advertising or our promotions do not constitute a contractual quality specification of the goods. Defects are also not faults caused by improper or unsuitable use of our goods, unauthorized modifications, faulty assembly or commissioning, natural wear, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electrochemical or electrical influences. Defects are also not faults attributable to measures or designs expressly requested by the customer or occurring on materials or products supplied by the customer.

7.3 For defects, we initially provide warranty by subsequent performance, which consists at our discretion of repair or replacement delivery. If subsequent performance fails, the customer may generally choose to reduce the remuneration (reduction) or rescind the contract (withdrawal). However, in case of only minor contractual violations, especially only minor defects, the customer has no right of withdrawal.

7.4 If the customer chooses to withdraw from the contract due to a legal or material defect after failed subsequent performance, he has no claim for damages due to the defect.

7.5 If the customer receives a defective assembly instruction, we are only obliged to deliver a defect-free assembly instruction and only if the defect in the assembly instruction prevents proper assembly.

7.6 Claims for damages due to material and legal defects are excluded in case of slight negligent breach of our duty to deliver defect-free goods. This does not apply to claims under product liability and damages resulting from injury to life, body or health.

7.7 Claims of the customer due to a defect expire one year after delivery of the goods. This does not apply if we are guilty of fraud.

8. Liability

8.1 We are not liable for slight negligent breach of insignificant contractual obligations.

8.2 The limitations of liability do not affect claims of the customer under product liability.
Furthermore, the limitations of liability do not apply to damages resulting from injury to life, body or health.

9. Tax and Customs Regulations

The customer is liable for damages caused to us by incorrect or late information provided by the customer regarding tax or customs treatment, especially concerning VAT. We are not obliged to verify this information ourselves.

10. Export Control

European legal provisions on foreign trade control and ensuring a reliable supply chain must be observed independently.
In particular, confidentiality must be maintained regarding negotiations, negotiation results, confidential documents and shipping data.

11. Place of Performance, Jurisdiction, Applicable Law

11.1 Place of performance for all obligations arising from the contractual relationship is Aalen/Württ.

11.2 Jurisdiction for all disputes arising from the contractual relationship is Aalen/Württ. This also applies to claims from bills of exchange or checks given to fulfill contractual obligations. However, we are entitled to sue the customer at another competent court.

11.3 The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply.

12. Severability Clause

Should individual provisions of the contract with the customer including these general terms and conditions be wholly or partially invalid or become invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

We are entitled to process data about the customer, which we receive within or in connection with the business relationship from the customer himself or from third parties, in accordance with the Federal Data Protection Act.