GTC
General Terms and Conditions for Business
1. Legal binding force of the GCSD
1.1 Our GCSD are part of all offers and contracts for our deliveries and services, also in current and future business relationships.
1.2 Deviating agreements and other GCSD are only binding if we have expressly confirmed them as binding in writing. At the latest with the acceptance of our deliveries or services, our General Terms and Conditions are deemed to have been accepted.
1.3 These conditions apply to business dealings with entrepreneurs
2. Offer; Conclusion of contract; Content of the contract
2.1 Offers are non-binding unless they are expressly marked as binding. Oral or written orders are deemed to have been accepted when the written order confirmation is issued, or the ordered goods are delivered within a reasonable period.
2.2 The documents pertaining to the offer, such as images, drawings, information on weights and dimensions, descriptions of performance and other properties as well as other information about our products and services are only approximate, unless they are included in the contract in writing. Information in technical documents and catalogs do not constitute guarantees. They are to be checked by the purchaser for suitability for the planned application before they are accepted and used. We reserve the right to deviate regarding the continuous development and improvement of our products.
2.3 We reserve the right of ownership and copyright to cost estimates, drawings and other documents; the customer may not make these accessible to third parties.
3. Order
3.1 Orders are only considered accepted after they have been confirmed in writing by the supplier. The text of the order confirmation is decisive for the content of the resulting contract and the type and content of the order. The customer is obliged to check all parts of these and to notify any deviations in writing without delay.
4. Scope of delivery
4.1 Our written order confirmation is decisive for the scope of the delivery; Subsidiary agreements and changes require our written confirmation.
4.2 Details, plans and other information provided by the purchaser can be used as a basis for production, delivery, and service in full; however, they only become part of the contract if expressly agreed in writing. A guarantee for the existence of properties does not follow from this. The purchaser is solely responsible for the correctness of his information, without our being obliged to check it.
4.3 Part deliveries are permitted.
5. Delivery time
5.1 Deadlines and dates are only binding if we have expressly confirmed them as binding. They only begin with the receipt of all services and information to be provided by the customer, the necessary approvals, releases, the timely clarification and approval of the plans, compliance with the agreed terms of payment and other obligations. If these requirements are not met in time, the deadlines and dates will be extended accordingly.
5.2 The delivery period is deemed to have been met if the delivery item has left the factory by the time it expires or readiness for dispatch has been notified.
5.3 Circumstances which make the delivery or the service by us impossible or excessively difficult - such as, in particular, force majeure, riot, strike, lockout, energy and material supply difficulties, official interventions and the like - lead to a reasonable extension of the deadline. If the deliveries and / or services or a part of them cannot be provided on time through no fault of ours, we are also entitled to withdraw or partially withdraw.
5.4 If the shipment is delayed by the customer, the customer can be charged a storage fee of 1% of the order total for each month commenced, starting one month after notification of availability, unless higher costs can be proven. The customer retains the right to provide evidence of minor damage. However, after a reasonable deadline has been set and has expired without result, the supplier is entitled to otherwise dispose of the delivery item and to supply the purchaser with an appropriately extended deadline.
5.5 If the customer suffers damage due to a delay caused by the supplier's own fault, he is entitled to claim compensation for the delay, excluding further claims. For each full week of the delay, it amounts to 1/2 per cent, but in total a maximum of 5 per cent. on the value of that part of the total delivery that cannot be used on time or in accordance with the contract due to the delay.
6 Default of acceptance by the customer
6.1 If the customer does not accept the ordered goods on time, we are entitled to either set him a reasonable grace period, to dispose of it otherwise, or to invoice the goods immediately and store them at the customer's expense and risk. This does not affect our rights to withdraw from the contract or to demand compensation for non-performance. If we demand compensation for non-performance, we can demand 30% of the agreed fee as compensation without proof, unless the customer can prove that the damage was significantly lower. We reserve the right to claim higher actual damage.
6.2 The above provisions also apply if the customer does not accept partial deliveries within the deadlines agreed with him as part of a call order.
7. Prices
7.1 Price lists and other general price information are non-binding.
7.2 Unless otherwise agreed, the prices do not include packaging, loading, transport, insurance, unloading, installation, assembly and commissioning and in EUR for delivery ex works or warehouse, plus statutory sales tax at the rate applicable on the day of delivery . Packaging, freight, insurance expressly requested by the customer, etc. will be charged at the prices applicable at the time of the actual occurrence.
8. Terms of payment
8.1 Invoices are to be paid net cash to our paying agent within 30 days of the invoice date. If a fixed payment date has been agreed, the customer is in default of payment if the payment date is not met, in other cases after receipt of our reminder, but no later than 30 days after the due date and receipt of the invoice.
8.2 If the customer is in default of payment, all outstanding claims, including those from other deliveries and services, even if they are not yet due or have previously been deferred, are payable immediately without any deduction. Since then, we are entitled to charge default interest on all claims at 8% above the respective base rate of the European Central Bank. The customer retains the right to provide evidence of minor damage. All claims also become due if, after the conclusion of the contract, it turns out that the customer's economic circumstances do not seem to justify the granting of a payment term in our opinion. In this case we are also entitled to carry out further deliveries and services only step by step against cash payment; If the customer does not offer cash payment step by step, we are entitled to demand compensation for non-performance or to withdraw from the contract if it has not yet been fulfilled.
8.3 Complaints that are not expressly recognized by us in writing do not release the customer from his obligation to pay. The customer is only entitled to withhold payments or to offset them with counterclaims if his counterclaims are undisputed or have been legally established.
9. Transfer of risk and receipt
9.1 The risk is transferred to the customer at the latest when the delivery parts are made available, even if partial deliveries are made or we provide other services, e.g. Have taken over shipping costs or delivery and assembly. At the request of the customer, the shipment will be insured against theft, breakage, transport, fire and water damage and other insurable risks at the customer's expense.
9.2 If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day of readiness for dispatch. At the request and expense of the customer, we will arrange the insurance that the customer expressly requests in good time.
9.3 The choice of the type of dispatch is made at the supplier's reasonable discretion, unless the customer makes any specifications.
10. Warranty and liability
10.1 The warranty rights of the purchaser presuppose that the purchaser has properly complied with his obligation to inspect and complain under Section 377 of the German Commercial Code (HGB).
10.2 Customary tolerances regarding size, quantity, weight, quality, color etc. do not justify complaints. A reference to DIN standards includes the more detailed description of the goods but does not constitute a guarantee.
10.3 All those parts are to be repaired or replaced free of charge at our discretion at our discretion, which within the warranty period as a result of a circumstance prior to the transfer of risk - in particular due to faulty construction, poor building materials or poor workmanship - as unusable or not insignificant in terms of usability turn out impaired. The discovery of such defects must be reported to us in writing within 5 days. After this period, the goods are considered approved. Liability for defects that are not obvious remains unaffected. However, as soon as defects appear, the customer must report them within 5 days.
10.4 Within the warranty period according to 10.8, the devices will be repaired, delivered new or taken back at the invoice value at our discretion if they turn out to be unusable or not insignificantly impaired in their usability as a result of a circumstance verifiable before the transfer of risk and for which we are responsible, as described in 10.3. Replaced parts become our property. For essential third-party products, the supplier's liability is limited to the assignment of liability claims to which he is entitled against the supplier of the third-party products.
10.5 The customer has the right to withdraw from the contract within the framework of the statutory provisions if we - taking into account the statutory exceptional cases - allow a reasonable grace period set for us for subsequent improvement or replacement delivery due to a material defect to elapse without result.
10.6 If the delivery item cannot be used by the customer in accordance with the contract due to our fault as a result of neglect or incorrect execution of proposals or advice made before or after the conclusion of the contract or due to the breach of other contractual secondary obligations - in particular instructions for the operation and maintenance of the delivery item - then apply under exclusion further claims of the customer, the provisions of sections 10.1 - 10.5 and 10.7 accordingly.
10.7 We are only liable for damage that has not occurred to the delivery item itself - for whatever legal reasons - in the event of willful intent, gross negligence on the part of organs or senior employees, culpable injury to life / body / health, or defects that we maliciously concealed or the absence of which we have guaranteed, in the event of defects in the delivery item, insofar as there is liability for personal injury or property damage to privately used items according to the Product Liability Act. In the event of culpable breach of essential contractual obligations, we are also liable for gross negligence on the part of non-managerial employees and in the case of slight negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract. Further claims are excluded.
10.8 All claims of the customer - for whatever legal reasons - expire after 12 months. The statutory deadlines apply to intentional or malicious behavior as well as to claims under the Product Liability Act.
10.9 Any changes or repairs carried out improperly by the purchaser or a third party without the prior consent of the supplier shall invalidate the liability for the resulting consequences.
10.10 An assignment of warranty claims is only possible with our prior written consent.
11. Retention of title
11.1 The delivered goods remain our property as reserved goods until payment of the remuneration and repayment of all claims arising from the business relationship and the claims still arising in connection with the object of performance as well as all future claims. The assertion of the reservation of title does not count as a withdrawal from the contract.
11.2 If the customer defaults on payment, we are entitled to take back the reserved goods after a reminder and the customer is obliged to surrender them.
11.3 If goods subject to retention of title are processed by the customer into a new movable item, the processing takes place for us without our being obliged to do so; The new thing will be our property. If goods are processed together with goods that do not belong to us, we acquire co-ownership of the new item based on the ratio of the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are combined, mixed, or blended with goods that do not belong to us in accordance with §§ 947, 948 of the German Civil Code (BGB), we become co-owners in accordance with the statutory provisions. If the customer acquires sole ownership by combining, mixing or blending, he already now transfers co-ownership to us based on the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In this case, the customer must keep the item in our property or in our co-ownership, which is also deemed to be reserved goods within the meaning of the following provisions, free of charge.
11.4 If reserved goods are sold by the customer, alone or together with goods that do not belong to us, the customer hereby assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest; We accept the assignment. The value of the goods subject to retention of title is the amount of the invoice plus a security surcharge of 20%, which, however, remains out of account if third-party rights conflict with it. If the resold reserved goods are in our co-ownership, the assignment of the claims extends to the amount that corresponds to our share of the co-ownership. Paragraph 1, sentence 2 applies accordingly to the extended retention of title.
11.5 If goods subject to retention of title are built into the property or building of a third party by the customer or by us on behalf of the customer as an integral part of the property or building, the customer hereby assigns the corresponding claims against the third party or the person concerned for remuneration in the amount of the value of the Reserved goods with all ancillary rights including the granting of a security mortgage, with priority over the rest; We accept the assignment. Paragraph 3, sentences 2 and 3 apply accordingly.
11.6 The customer is only entitled and authorized to resell, use or install the goods subject to retention of title in the normal course of business and only with the proviso that the claim within the meaning of Section 11. "Reservation of title" is transferred to us. The customer is not entitled to dispose of the goods subject to retention of title in any other way, pledging or assignment by way of security.
11.7 Subject to revocation, the customer is authorized to collect the claims assigned in accordance with Paragraphs 3 and 4. We will not make use of our own collection authority as long as the customer fulfills his payment obligations, also towards third parties. At our request, the customer must name the debtors of the assigned claims and notify them of the assignment; we are also entitled to notify the debtors of the assignment ourselves.
11.8 If the assigned claims are collected by us, the customer is obliged to cooperate fully with the collection by us, in particular to draw up invoices, provide information and hand over documents, insofar as this is necessary for collection.
11.9 The customer must inform us immediately of any foreclosure measures taken by third parties in relation to the goods subject to retention of title or in the assigned claims by handing over the documents necessary for an objection.
11.10 With the suspension of payments or an application to open insolvency proceedings, the right to resell, use or install the reserved goods and the authorization to collect the assigned claims expire; In the event of a check or bill of exchange protest, the direct debit authorization also expires.
11.11 If the value of the security granted exceeds the claim by more than 20%, we are obliged to transfer back or release at the customer's option. With the settlement of all claims from the business relationship, ownership of the reserved goods and the assigned claims are transferred to the customer.
12. Property rights
12.1 If the delivered goods violate the property rights of third parties, we will only exempt the customer from third-party claims provided that the customer informs us of such claims immediately in writing and refrains from any action that could impair our legal position will, at our discretion and at our expense, either obtain the right of use from the third party or change or replace the infringing goods in such a way that an infringement of property rights is avoided.
13. Final provisions
13.1 German law applies. This also applies if the buyer is a foreigner or has his seat abroad. The contract language is German.
13.2 The place of fulfillment for deliveries, services and payments as well as the exclusive place of jurisdiction, also for lawsuits in the document and bill of exchange process, is, if the customer is a registered trader, a person under public law or a special fund under public law, for both parties and for all present and future Claims of the head office of the supplier. The supplier is also entitled to take legal action at any other legal place of jurisdiction.
13.3 Any ineffectiveness of individual provisions does not affect the effectiveness of the others.
Status: 05-2013