Version: 17.03.2022
1. Placing an order
An order shall be deemed to have been placed when it has been confirmed in writing by the Supplier. Supplements, amendments or verbal subsidiary agreements require the written confirmation of the Supplier to be effective. Orders once placed are irrevocable.
The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. The Supplier reserves the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties. The Supplier is obliged to make plans designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.
The Purchaser shall assume sole responsibility for the documents to be provided by them, such as drawings, gauges, samples etc. The Purchaser shall be responsible for ensuring that the working drawings submitted by him do not infringe the industrial property rights of third parties. The Supplier shall not be obliged to check with the Purchaser whether, in the event of implementation, any industrial property rights of third parties are infringed by the submission of offers on the basis of working drawings sent to the Supplier. If the Supplier is nevertheless liable, the Purchaser shall indemnify the Supplier. Samples are only supplied against payment.
2. Price
In the absence of a special agreement, the prices shall apply ex works including loading at the factory, but excluding packaging. Sales tax at the respective statutory rate is added to the prices.
Packaging and dispatch shall be carried out to the best of the Supplier's judgement, but without any obligation on the part of the Supplier. Boxes will be reimbursed at half the invoiced price if returned carriage paid to the factory or salesroom in undamaged condition.
Non-listed tools or those with intermediate dimensions are subject to a price surcharge due to special production, which must be agreed before the order is placed. If this agreement is not reached or if it is not possible to determine the exact prices, they shall be determined on the basis of the cost price incurred with a corresponding profit mark-up.
In the event of general increases in production costs, we reserve the right to make price changes.
3. Terms of payment
Unless otherwise agreed in the Supplier's written confirmation, payments shall be made in EUR to the Supplier's paying agent at the latest 30 days after the date on the invoice without any deductions or within 8 days after the date on the invoice with a 2 % discount - this also applies to partial deliveries.
In the event of late payment, interest shall be charged at a rate of 9% above the applicable base rate, subject to the assertion of further damages.
In the event of the existence of defects, the Purchaser shall not be entitled to a right of retention, unless the delivery is obviously defective or the Purchaser is obviously entitled to a right to refuse acceptance of the work; in such a case, the Purchaser shall only be entitled to retention insofar as the retained amount is in reasonable proportion to the defects and the anticipated costs of subsequent fulfilment (in particular a rectification of defects). The Purchaser shall not be entitled to assert claims and rights due to defects if the Purchaser has not made due payments and the amount due is in reasonable proportion to the value of the defective delivery or work. Offsetting counterclaims of the Purchaser not recognised by the Supplier shall not be admissible.
4. Delivery time
Compliance with the delivery time presupposes the fulfilment of the contractual obligation of the Purchaser. The delivery deadline shall be deemed to have been met when the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery deadline expires.
The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of unforeseen obstacles which are beyond the Supplier's control, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. This shall also apply when the circumstances for sub-deliveries occur. The aforementioned circumstances are also not the responsibility of the Supplier if they arise during an already existing delay. In significant cases, the Supplier shall inform the Purchaser as soon as possible of the beginning and end of such hindrances.
Partial deliveries are permitted at the expense of the Purchaser.
5. Shipment
Shipment shall be at the risk of the Purchaser. Goods lost or damaged during transport will only be replaced by the Supplier on the basis of a new order and against payment of the applicable prices.
The Supplier shall take out insurance against damage in transit at the express order of the Purchaser and for the account of the Purchaser at the Supplier's discretion.
Deviations from the delivery note or the invoice must be reported to the Supplier in writing immediately after receipt of the goods.
According to packaging regulations, the Purchaser has the option of returning the for transport and external packaging used by us. The costs for the return transport shall be borne by the Purchaser.
6. Retention of title
The Supplier shall retain title to the delivery item until all claims of the Supplier against the Purchaser arising from the business relationship, including future claims also arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of the Supplier have been included in a current invoice and the balance has been drawn and accepted. In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the delivery item after issuing a reminder and the Purchaser shall be obliged to surrender the delivery item. The repossession or seizure of the goods by the Supplier shall only constitute a rescission of the contract if the Supplier has expressly declared this in writing. In the event of seizures or other interventions by third parties, the Purchaser shall notify the Supplier in writing without delay.
The Purchaser is entitled to resell the delivery item in the ordinary course of business. However, they shall thereby assign to the Supplier all claims, including all ancillary rights, accruing to them from the resale against the Purchaser or against third parties. The Purchaser shall be authorised to collect these claims even after assignment. The Supplier's right to collect the claims themselves shall remain unaffected; however, the Supplier undertakes not to collect the claims as long as the Purchaser duly meets its payment obligations. The Supplier may demand that the Purchaser informs them of the assigned claims and their clients, provides all information necessary for collection, hands over the relevant documents and informs the clients of the assignment. If the delivery item is resold together with other goods which do not belong to the Supplier, the Purchaser's claim against the recipient shall be deemed assigned in the amount of the delivery price agreed between the Supplier and the Purchaser.
The Supplier undertakes to release the securities to which it is entitled to the extent that their value exceeds the claims to be secured by more than 25%, insofar as these have not yet been settled.
The Supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the Purchaser's expense, unless the Purchaser can demonstrate they have taken out the insurance themselves.
The Purchaser may neither pledge the delivery item nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties, the Purchaser shall notify the Supplier thereof without delay. If, in connection with the payment of the purchase price by the Purchaser, a liability of the Supplier under a bill of exchange is established, the retention of title, including its agreed special forms, and other securities agreed as security for payment shall not expire before the bill of exchange has been honoured by the Purchaser as drawee.
7. Warranty
Claims for defects do not exist in the case of merely insignificant deviation from the agreed quality or in the case of merely insignificant impairment of usability.
In the case of manufacture according to the Purchaser's drawing, the Supplier shall only be liable for implementation in accordance with the drawing.
No liability shall be assumed for damage caused for the following reasons:
Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, chemical, electrochemical or electrical influences, insofar as they are not attributable to a fault on the part of the Supplier.
The Supplier shall in any case have the right to choose between rectification of defects and new delivery. If the subsequent fulfilment fails, the Supplier shall be entitled to reduce the purchase price or, at its option, to withdraw from the contract. The right of the Purchaser to claim damages in lieu of performance in accordance with the statutory provisions and these Terms and Conditions shall remain unaffected. If the Purchaser wishes to claim damages in lieu of performance or to carry out rectification itself, the rectification shall only be deemed to have failed after the second unsuccessful attempt. The statutory cases of dispensability for setting a time limit remain unaffected.
The expenses necessary for the purpose of subsequent fulfilment shall be borne by the Client insofar as they are increased by the fact that the delivery item is taken to a place other than the Purchaser's branch office, unless the transfer is in accordance with its intended use. Any modifications or repairs carried out improperly by the Purchaser or third parties without the prior consent of the Supplier shall void any liability for the resulting consequences. By unjustified notices of defects which cause extensive subsequent examinations, the costs of these examinations may be charged to the Purchaser.
8. Disclaimer
1) The Supplier shall be liable in cases of intent or gross negligence on the part of the Supplier or a representative or vicarious agent in accordance with the statutory regulations. Otherwise, the Supplier shall only be liable under the Product Liability Act, for injury to life, limb or health or for culpable breach of material contractual obligations. However, claims for damages for the breach of essential contractual obligations is limited to the foreseeable damages typical for the contract. Even in cases of gross negligence, the Supplier's liability shall be limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 2 of this paragraph apply.
2) However, liability for damage caused by the delivery item to the Purchaser's legal assets, e.g. damage to other property, is excluded altogether. This shall not apply in the event of intent or gross negligence or in the event of liability for injury to life, limb or health.
3) The provisions of the above paragraphs 1 and 2 extend to damages in addition to performance and damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, the breach of duties arising from a contractual obligation or from unlawful acts. They also apply to the claim for reimbursement of futile expenses. However, liability for delay shall be determined in accordance with clause 9, liability for impossibility in accordance with clause 10.
9. Default liability
The Supplier shall be liable for default in performance in cases of intent or gross negligence on the part of the Supplier or a representative or vicarious agent in accordance with the statutory regulations. However, in cases of gross negligence, the Supplier's liability shall be limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 5 of this provision applies. Otherwise, the Supplier's liability for default in performance shall be limited to 25% of the value of the delivery for damages in addition to performance and to 50% of the value of the delivery for damages in lieu of performance. Any further claims of the Purchaser shall be excluded - even after expiry of any time limit set to the Supplier for performance. The above limitations do not apply in the case of liability for injury to life, body or health.
10. Impossibility
The Supplier shall be liable for impossibility of performance in cases of intent or gross negligence on the part of the Supplier or a representative or vicarious agent in accordance with the statutory provisions. However, in cases of gross negligence, the Supplier's liability shall be limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 5 of this provision applies. Otherwise, the Supplier's liability for damages due to impossibility and for reimbursement of futile expenses shall be limited to a total of 50% of the value of the performance. Further claims of the Purchaser due to impossibility of the delivery are excluded. This limitation shall not apply in cases of liability for intent, gross negligence or injury to life, body or health. The right of the Purchaser to withdraw from the contract shall remain unaffected.
11. Withdrawal
The Purchaser may only withdraw from the contract within the scope of the statutory provisions if the Supplier is responsible for the breach of duty; in the case of defects, however, the statutory requirements shall apply. In the event of a breach of duty, the Purchaser shall declare within a reasonable period of time after being requested to do so by the Supplier whether they will withdraw from the contract due to the breach of duty or insist on delivery.
12. Limitation
1) The limitation period for claims and rights due to defects in the services - irrespective of the legal grounds - is 1 year.
2) The limitation period pursuant to para. 1) shall also apply to all claims for damages against the Supplier in connection with the defect - irrespective of the legal basis of the claim.
3) The limitation periods pursuant to paras. 1) and 2) shall apply with the following provisions: a. The limitation periods do not generally apply in the case of wilful intent. b. The limitation periods shall also not apply if the Supplier has fraudulently concealed the defect or insofar as the Supplier has assumed a guarantee for the quality of the services. If the Supplier has fraudulently concealed a defect, the statutory limitation period which would apply in the absence of fraudulent intent shall apply instead of the limitation period specified in para. 1) above, to the exclusion of the extension of the limitation period in the event of fraudulent intent pursuant to Section 438 a para. 3 BGB. c. Furthermore, the limitation period shall not apply to claims for damages in cases of injury to body or health or freedom, in the case of claims under the Product Liability Act, in the case of a grossly negligent breach of duty or in the case of a breach of essential contractual obligations.
4) The limitation period for all claims begins with the delivery, for work performances with the acceptance.
5) Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, the suspension of the running of the limitation period, the suspension and the recommencement of limitation periods shall remain unaffected.
13. General damages
1) Storage charges: If the dispatch of the goods is delayed at the Purchaser's request by more than 2 weeks after the agreed date of delivery or, if no exact date of delivery was agreed, after the Supplier's notification of readiness for dispatch, the Supplier may charge a storage fee of 0.5 % of the purchase price of the goods for each month of readiness for dispatch (pro rata temporis, if applicable), but not more than 5 %. The Purchaser is entitled to prove that the Supplier has not suffered any damage or that the damage is significantly lower. The supplier is entitled to prove that a higher damage has occurred.
2) Default interest: In the event of default in payment, the Supplier shall be entitled to charge default interest at a rate of 9 percentage points above the base rate (§ 247 BGB). The supplier is entitled to prove that a higher damage has occurred.
14. Special tools
If special tools are ordered, the order quantity may be exceeded or fallen short of by ca. 10 % or at least by 1 piece. The delivered quantity is calculated.
15. Conflicting conditions of purchase
Any terms and conditions of delivery of the Purchaser which conflict with these Terms and Conditions shall not be binding on the Supplier, even if they form the basis of the order and the Supplier has not expressly objected to their content.
16. Place of jurisdiction
In the event of any disputes arising from the contractual relationship, if the Purchaser is a fully qualified merchant, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the Supplier's head office or the branch carrying out the delivery. The Supplier shall also be entitled to bring an action at the Purchaser's principal place of business.
| 
