GTC
AGB at a glance
§1 General
(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
§2 Offer
(1) If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks.
(2) Our offer is non-binding, unless otherwise stated in the order confirmation. Deviations are possible in the documents belonging to the offer, such as illustrations, drawings, weights and dimensions, unless the documents are expressly designated as binding.
(3) We reserve the right to make changes to the design and shape of the prototypes during the delivery period, insofar as these are due to technical developments at the manufacturer and are reasonable for the customer.
(4) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as “confidential”. The customer requires our express written consent before passing them on to third parties.
§3 Delivery
(1) The start of the delivery period stated by us presupposes that all technical questions have been clarified.
(2) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
(4) Insofar as the requirements of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
(5) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased to exist.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us.
Unless the delivery contract is based on an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) Otherwise, in the event of a delay in delivery, we shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.
(9) Further statutory claims and rights of the customer remain reserved.
§4 Transfer of risk
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.
(2) Transport packaging and all other packaging in accordance with the packaging regulations shall not be taken back, with the exception of pallets. The customer is obliged to dispose of the packaging at his own expense.
(3) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
(4) If the delivery item is stored with a third party on the instructions of the customer, the customer shall bear the costs incurred for this and the risk shall pass to the customer at the latest when the delivery item is handed over to the third party. The earlier transfer of risk according to paragraph (1) remains unaffected by this.
§5 Prices and terms of payment
(1) Unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging; this will be invoiced separately.
(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
(3) The deduction of discounts requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 14 days of the invoice date.
(5) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§6 Liability for defects
(1) Claims for defects on the part of the customer presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) If there is a defect in the purchased item, the customer shall be entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
(3) If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or reduction.
(4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall be limited to compensation for foreseeable, typically occurring damages, also within the scope of paragraph (3).
(7) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise stipulated above, liability is excluded.
(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(10) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.
§7 Joint and several liability
(1) Any further liability for damages other than that provided for in § 6 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
(2) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
§8 Retention of title
(1) We reserve title to the purchased item until receipt of all payments from the delivery contract. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the purchased item by us shall always constitute a withdrawal from the contract. After taking back the purchased item, we shall be entitled to utilize it; the utilization proceeds shall be offset against the customer’s liabilities – less reasonable utilization costs.
(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of bankruptcy, composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall hold the resulting sole ownership or co-ownership for us.
(7) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the purchased item with a property.
(8) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.
§9 Place of jurisdiction - Place of performance
(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
Status: 11.06.2020
