Terms and Conditions
General Terms and Conditions (in German)
§ 1 General
These terms and conditions of sale and delivery apply to all - including future - business relations, in particular deliveries, services and other legal transactions between us and our customers. Deviating agreements and supplements, telephone and verbal agreements are only binding if they are confirmed by us in writing.
We hereby object to any terms and conditions of purchase of the buyer. They shall not be recognised even if we do not expressly object to them again after receipt by us. The invalidity of individual contractual provisions shall not affect the validity of the overall contract.
§ 2 Offers
Our offers are always subject to change. The information contained in brochures, price lists, catalogues, circulars and other printed matter or in the documents belonging to the offer, such as in particular illustrations, descriptions, technical data and performance specifications, are non-binding.
No liability is assumed for the correctness of technical data and other information in manufacturer's brochures. We reserve the right to make technical changes. Any deviations are to be accepted accordingly, insofar as they are reasonable for the customer.
§ 3 Order confirmation
Orders placed verbally or by telephone are binding for the customer. We shall be bound by the written order confirmation. The order confirmation can also be sent with the invoice if delivery is possible.
Complaints about the order confirmation are admissible within one week of receipt. Complaints must be made in writing. In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, we shall be entitled to make a corresponding appropriate price adjustment if there is a period of more than 4 months between the conclusion of the contract and the agreed delivery date.
§ 4 Prices and terms of payment
Our prices are net ex shipping point. All prices and ancillary costs, in particular shipping costs, are calculated according to our current price list.
Payments are due net on the delivery date. If the payment deadline is not met, we shall charge interest on arrears in the amount of 8% above the base interest rate of the European Central Bank applicable at the time. We reserve the right to assert further damage caused by default.
The customer shall have no right of retention against our claims. Offsetting is only permissible with counterclaims that are undisputed by us or have been legally established.
All our claims, including those for which we have accepted bills of exchange or for which payment by instalments has been agreed, shall become due immediately and the granting of a term of payment shall lapse if the term of payment for a claim is not observed or/and a significant deterioration in the financial circumstances of the customer becomes known after the conclusion of the contract. In this case we are also entitled to make outstanding deliveries dependent on advance payments or the provision of security. If the advance payment or the provision of security is not made even after expiry of a reasonable grace period, we may withdraw from the contract.
§ 5 Delivery
Delivery shall be ex warehouse for the account and at the risk of the customer. If free delivery has been agreed, the transfer of risk shall not be affected. The delivery is to be checked immediately upon receipt for completeness and damage as well as freedom from defects.
b) Delivery dates and delivery periods
Delivery dates will be met as far as possible, but are not binding for us. The execution of the placed orders is subject to timely and sufficient delivery by our upstream suppliers. Should the delivery of the goods be delayed, the customer may set us a grace period of at least 14 days after expiry of the non-binding delivery date. The timely dispatch of the goods shall be sufficient for compliance with this grace period.
Force majeure, industrial action and other unforeseeable obstacles which we are unable to avert despite exercising reasonable care in the circumstances - irrespective of whether they occur in our company or at a supplier - such as operational disruptions, official interventions, delays in the delivery of goods and components, other incorrect or untimely self-supply shall fully release us from the obligation to deliver for the duration of their effects and in the event of impossibility. If delivery subsequently becomes impossible or unreasonable due to the above-mentioned events, we shall be entitled to withdraw from the contract.
In the event of our delay in delivery or the impossibility of performance for which we are responsible, claims for damages are excluded in the case of merchants, unless there is intent or gross negligence on the part of our executive employees or the company management.
In the case of non-merchants, in the event of delay or subsequent impossibility for which we are responsible, the liability for damages shall be limited to the proven damage, but at most to 10% of our invoice value of the goods with whose delivery we are in default or whose delivery has become impossible for us. The limitation of damages shall not apply if there has been intent or gross negligence.
If the customer does not accept goods ordered or commissioned from us or does not have the agreed means of payment ready on delivery, he shall be in default of payment.
§6 Shipment - Transfer of risk
Shipment shall be at the risk of the buyer. In the event of delivery and assembly by us, the risk shall pass to the buyer upon installation. If the dispatch is delayed due to an instruction of the buyer, the risk shall pass to the buyer with the production of the readiness for dispatch; in this case we are entitled to charge the storage fees, at least 0.5% of the invoice amount per month. In this case, the purchase price or other remuneration shall become due with the production of readiness for dispatch.
§7 Notification of defects and liability for defects
Our liability shall be governed exclusively by these Terms and Conditions of Sale and Delivery.
All claims not expressly conceded herein, including claims for damages, irrespective of the legal grounds, are excluded unless they are based on at least a grossly negligent breach of contract by us, by a legal representative or vicarious agent or they relate to cardinal obligations or damage caused by injury to life, limb or health.
Insofar as liability exists in principle, it shall be limited to the foreseeable damage typical for the contract.
Notices of defects must be received by us in writing and specified immediately, at the latest 5 working days after arrival of the goods at the place of destination. Defects which cannot be discovered within this period even after careful inspection must be notified in writing immediately after discovery.
If there is a defect that has been notified in good time, we are also entitled, at our discretion, to rectify the defective item or to supply a replacement; in this case, the purchaser may only assert the statutory warranty claims (rescission or reduction) after the 2nd rectification or replacement has failed. Beyond this, there are basically no further claims against us, in particular no claims for damages due to direct and indirect damage, unless otherwise agreed below.
Warranted characteristics within the meaning of § 459 BGB (German Civil Code) must be expressly marked as a warranty. A reference to a DIN standard only includes a more detailed description of the goods and does not constitute a warranty on our part unless a warranty has been expressly agreed. However, if the goods lack a warranted characteristic, we shall also pay compensation. We shall only be liable for consequential damage caused by a defect if our customers were to be protected against such consequential damage caused by a defect precisely by the assurance.
In any case, our liability is limited to the interest in performance.
In order to make a warranty claim, it is generally necessary that defective parts and an exact description of the fault, including the model and serial number, and a copy of the delivery note with which the unit was delivered, are sent to us or delivered to us.
Improper use, storage and handling of equipment, as well as tampering with and opening of equipment, will void the warranty.
Should data located on the equipment to be repaired be lost in the course of our repair efforts, this risk shall be borne by the client.
§ 8 Industrial property right
Unless otherwise agreed, we do not assume any liability that the goods delivered by us do not infringe industrial property rights of third parties.
The purchaser is obliged to inform us immediately if he is notified of such infringements. If the delivered goods have been built according to the customer's designs or instructions, the customer shall indemnify us against all claims asserted by third parties on account of infringements of industrial property rights. Any legal costs shall be advanced appropriately.
§ 9 Retention of title
The delivered goods remain our property (reservation) until full payment has been made. The reservation of title shall also remain in force if individual claims of the seller have been included in a current account and we are entitled to the respective balance claim against the customer in the case of a current account, irrespective of the legal grounds.
The treatment, processing, assembly or other utilisation of goods delivered by us which are still our property shall be deemed to have been carried out on our behalf, without any liabilities arising for us from this.
If the goods delivered by us are mixed or combined with other objects, the customer shall assign to us his ownership or co-ownership rights to the mixed stock or the new object when these terms and conditions of sale and delivery come into effect and shall keep them in safe custody for us free of charge with due commercial care. The customer may only sell the delivered goods in the ordinary course of business and only if no prohibition of assignment is agreed with his customer.
The agreement of a prohibition of assignment with his customer is expressly prohibited. An assignment is not permitted unless it is an assignment by way of genuine factoring which is notified to us and in which the factoring proceeds exceed the value of our secured claim. With the crediting of the factoring proceeds, our claim shall become due immediately, irrespective of any payment terms granted elsewhere.
Furthermore, the customer is expressly prohibited from agreeing with his customer to place his claims arising from goods delivered by us in a current account relationship.
Furthermore, the customer is obliged to impose our retention of title on his buyers. Our retention of title rights (simple, extended, prolonged and current account retention) shall not expire even if goods originating from us are acquired by another buyer as long as the latter has not yet paid us for the goods. This applies in particular to sales within the scope of affiliated companies. The customer must disclose or immediately notify in writing any impairments of our rights, in particular seizures. In the event of seizures, he must immediately send us a copy of the seizure report and an affidavit stating that our retention of title to the seized item still exists.
Upon these Terms and Conditions of Sale and Delivery taking effect, the Customer shall assign to us all claims, including all ancillary rights and securities, until full settlement of all our claims arising against its customers from future sales of goods delivered by us, to the amount of the invoice value of the goods delivered by us and sold by the Customer. If the value of the assignments and securities given to us exceeds our claims by more than 20% in total, we undertake, at the request of the customer, to release appropriate securities to this extent at our discretion. At our request, the Customer shall be obliged to inform his customer of the assignment and to provide us with the information and documents required to assert our rights against the customer. We shall also be entitled to notify our customer's buyer of the assignment. This shall be deemed to be a revocation of the following collection authorisation.
The customer is authorised to collect the assigned claim on our behalf, but only as long as he fulfils his payment obligation towards us in accordance with the contract. The customer's authorisation to collect the claim may be revoked by us. The customer shall keep the collected amounts separately and pay them to us without delay.
Intervention costs shall be borne by the customer. Processing, assembly or other utilisation, in particular installation in equipment not supplied by us, shall also be deemed to be a sale within the meaning of these Terms and Conditions of Sale and Delivery.
If the customer has agreed a current account relationship with his customers with regard to his claim, he hereby assigns his current account claim against his customer in the amount of the invoice value of the goods delivered by us until all our claims have been settled in full.
§ 10 Place of performance and jurisdiction
The place of performance for all claims arising from the contracts concluded with us, including the payment obligations of the respective customer, is exclusively Leonberg.
The court responsible for Leonberg is agreed as the place of jurisdiction for all disputes - including actions in bill of exchange, cheque and document proceedings with the contractual partners who are merchants or legal entities entered in the commercial register as well as persons who have their place of residence abroad. German law shall apply exclusively.