| 1.0 |
Scope of validity, transactions
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| 1.1 |
The Terms set forth herein shall govern the sale and delivery of our products exclusively. Terms to the contrary are not accepted by us unless approved in writing. Our terms of sale and delivery shall also govern if we deliver our products to you despite being aware of the existence of your contradictory terms.
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| 1.2 |
Our general terms of sale govern any future business transactions with you.
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| 1.3 |
Our terms are only valid vis a vis companies as defined in Section 3.10, Subsection 1 of the German Civil Code.
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| 2.0 |
Offers, amendments, consultation, special requirements and intellectual property rights
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| 2.1 |
Any orders placed by you shall be binding only if we have started to comply with your order. Our written order confirmation governs the scope and terms of the agreement. If we send you an invoice, the invoice can substitute any written confirmation in case of short-term delivery.
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| 2.2 |
Delivery agreements (orders and acceptance) as well as any amendments and other agreements have to be made in writing. Special deliveries upon request will have to be confirmed in writing.
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| 2.3 |
Any agreements between you and us for the purpose of enforcing the terms of this agreement shall be made in writing. Any additional oral agreements and communications have to be confirmed in writing.
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| 2.4 |
Documentation, drawings and measurements are approximate only and are not binding. Samples provided by us are non-binding product samples. Statements, information and consultation about technical issues are not binding and we do not assume any liability therefor.
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| 2.5 | We may amend the agreement in case of technical developments or improvements, if such amendments do not constitute a substantial change of the terms hereof. |
| 2.6 |
You will be liable for any information or material provided by you.
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| 2.7 |
Drawings and calculations and other documentation shall remain our property. You may disclose such documentation to third parties only with our prior written consent.
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| 3.0 |
Prices, passing of risk, insurance, packaging
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| 3.1 |
Our prices are net ex works, excluding sales tax and packaging. Value-added taxes will be calculated in the amount as permitted by law on the date of the invoice and will be specified as a separate item on the invoice.
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| 3.2 |
The risk of loss passes upon delivery of the products to you, even if we make partial deliveries. If deliveries are delayed due to circumstances for which you are liable, the risk passes upon notice that the products are ready for delivery.
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| 3.3 |
Upon your request, we will at your costs insure the deliveries against the risk of damages caused by theft, transport, fire and water.
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| 4.0 |
Payment, default and set-off
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| 4.1 |
Payments must be made in full to our account.
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| 4.2 |
Checks will only be accepted as payment on the date of deposit. You will be liable for any bank fees.
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| 4.3 |
Payment will be considered timely when on the due date, the checks have been deposited to the account specified by us.
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| 4.4 |
In case of default, we may charge interest in the amount of 8% above the basic interest rate of the German Federal Bank. If we can prove that damages exceed such rate, we may charge a higher interest rate.
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| 4.5 |
If you are in default or if we have reasonable doubt that you are able to make the payments hereunder, we may request that you pay any outstanding amounts in connection with any transactions between you and us and that you make advanced payments for any pending deliveries. |
| 4.6 |
You are not entitled to set-off other claims, make other deductions or retain the purchase price or part thereof unless such claims have been accepted by us or have been confirmed by judgment.
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| 5.0 |
Delivery terms
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| 5.1 |
The delivery terms are not binding.
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| 5.2 |
Delivery terms start on the date of our order confirmation and are only valid if we have clarified all the details on your order. Our duty to meet our obligation to deliver is conditioned upon your proper and timely compliance with your duties hereunder. We reserve the right to assert the defense of non-compliance of contractual obligations.
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| 5.3 |
We have met our delivery obligations if the products have been shipped from our production facilities or if we have notified you that the products are ready for delivery.
If you do not accept the delivery on time or if you breach your duty to cooperate, we may request that you reimburse any damage caused thereby, including additional expenses. We reserve the right to assert additional claims.
In this case, the risk of loss or damage of the products will pass to you when you are declared in default.
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| 5.4 |
If we have caused the default, you shall demand delivery within a certain term before you have the right to demand reimbursement of damages or terminate the agreement.
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| 5.5 |
We are liable according to the legal provisions if the delivery default is caused by our intentional or grossly negligent breach of the agreement. We are not liable for any misconduct of our representatives or agents. If we are liable for the delivery default, our duty to reimburse damages is limited to foreseeable and typical damages.
We are also liable according to the legal provisions if the default is based upon our intentional or negligent breach of a substantial duty of the agreement. In this case, our duty to reimburse damages is limited to the foreseeable and typical damages.
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| 5.6 |
In case of force majeure, especially transport and operation problems, partial or total loss of power, heating, energy in our facilities or facilities of any other supplier, we may delay the delivery terms correspondingly. We may terminate the agreement if the consequences of the above-referenced events continue to exist for an extended period of time.
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| 6.0 |
Title retention
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| 6.1 |
We retain title to the products until we have received payment in full.
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| 6.2 |
Title retention also includes any products manufactured with the use of our products. We will be deemed the manufacturer of such newly manufactured product according to Section 950 of the German Civil Code. If third parties should become co-owners of the newly created products, after they have been processed with our products, we will acquire joint title according to the proportionate value of our products processed.
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| 6.3 |
Any claims based upon sales and processing of our products against third parties shall be assigned to us by the buyer in the amount corresponding to the potential joint title. Such buyer is hereby authorized to collect any outstanding amounts on our behalf.
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| 6.4 |
If you are in default, we may request that you return the products subject to title retention upon expiration of an adequate term. Any proceeds realized by the sale of such products, excluding the adequate processing costs, will be deducted. You may not pledge or grant a security interest or assign any products before you have paid our claims in full.
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| 7.0 |
Warranty and damages
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| 7.1 |
Warranty claims may only be filed if the products have been inspected upon receipt and if we have been notified of any defects, no later than the 7th calendar day after you have received the goods. Any defects which are not obvious have to be reported within five days of their discovery within the term of this warranty.
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| 7.2 |
We will, at our discretion, deliver the products free of defects. We will repair the product if we deem that your claims are properly filed and reasonable. If we repair the products, we shall be liable for all expenses connected therewith such as shipping costs, and expenses for material and labor unless these expenses are increased by request for delivery of the products to a location different from the original destination. If we are not able to repair the products, then you may, at your discretion, terminate the agreement or reduce the purchase price.
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| 7.3 |
We do not acknowledge warranty claims if – after the products have been shipped from our facility – the products were damaged due to repair by third parties or use for purposes other than the intended purpose or if our instructions have not been followed.
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| 7.4 |
Your claim to reimbursement of damages based upon warranties for the delivery or breach of other duties is limited to the purchase price for the used products.
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| 7.5 |
The warranty terms provided by German law apply for a one-shift operation and proper use of products.
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| 8.0 |
Joint liability
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| 8.1 |
We are not liable for any additional damages except for the damages provided for herein, irrespective of the basis of the claim, especially in case of claims based upon negligence upon execution of the agreement, breach of other duties, or claims based upon Section 8.2.3 of the German Civil Code.
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| 8.2 |
The above-referenced restriction also applies if you file a claim for reimbursement of other expenses. The restrictions with respect to reimbursement of damages also apply to personal liability of our employees and representatives.
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| 9.0 |
Intellectual property rights
You are not entitled to use our logos, trademarks or trade name. You may not use our trade name, trademark or logos without our prior written consent. If we approve your use of our trade names or logos, you will have to follow our guidelines with respect to size, positioning and layout of our trade name, trademark or logos. If you have breached any intellectual property rights, you will be liable for costs and you will have to reimburse us for damages including attorneys’ fees and legal fees caused thereby.
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| 10.0 |
Invalidity, governing law, jurisdiction
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| 10.1 |
If terms of these conditions should be invalid, the validity of the other terms shall not be affected thereby.
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| 10.2 |
Deliveries and payments shall be made at our domicile in Barskamp.
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| 10.3 |
If you are a merchant, the courts at our domicile will have jurisdiction. We may also file a complaint against you at the courts with jurisdiction at your domicile.
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