Conditions

scope

These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. Conditions of the customer that contradict or deviate from our conditions of sale will only be recognized if we expressly agree to their validity in writing.
These conditions of sale also apply to all future business with the customer, insofar as they are legal transactions of a related nature (as a precaution, the conditions of sale should always be attached to the order confirmation).
Individual agreements made with the buyer on a case-by-case basis (including side agreements, additions and changes) always take precedence over these conditions of sale. A written contract or our written confirmation is authoritative for the content of such agreements, subject to proof to the contrary.

Provided documents

All documents provided to the customer in connection with the placing of the order - also in electronic form - such as B. calculations, drawings, etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent.

Unless otherwise agreed, the purchase price is due immediately.

Retention rights

The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

delivery time

The start of the delivery time specified by us presupposes the timely and proper fulfillment of the purchaser's obligations. The exception of the unfulfilled contract remains reserved.
If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which the customer is in default of acceptance or payment.
In the event of a delay in delivery caused by us not intentionally or through gross negligence, we are liable for each full week of delay within the framework of a flat-rate compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

Transfer of risk upon dispatch

If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer when they are sent to the customer, at the latest when they leave the warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs. Retention of title

We reserve title to the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at replacement value at his own expense against theft, fire and water damage (note: only permitted when selling high-quality goods).
We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

Warranty and notification of defects as well as recourse / manufacturer recourse

The purchaser's warranty rights require that he has properly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB).

miscellaneous

This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (Note: The use of the clause is not permitted if at least one of the parties is a company not entered in the commercial register)
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

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Remarks

Although the clause prohibitions of the catalog facts of §§ 308, 309 BGB according to § 310 Abs. S. d. § 14 BGB are used, it cannot automatically be assumed that the use of clauses such as those mentioned in §§ 308, 309 BGB vis-à-vis companies usually withstand the content control of §§ 305 ff. BGB. According to § 307 Paragraph 1, 2 No. 1 BGB, which also applies to the use of general terms and conditions vis-à-vis entrepreneurs, an unreasonable disadvantage of the contractual partner is to be assumed in case of doubt, if the clause with essential basic ideas of the legal regulation is not deviated from is compatible. According to the case law, this leads to the fact that the clauses prohibition catalogs of §§ 308, 309 BGB acquire indirect significance in commercial dealings through the interpretation of § 307 BGB. The prohibitions clause of Section 308 of the German Civil Code (BGB) can usually be transferred to sales between entrepreneurs, because their scope of assessment takes account of the commercial characteristics. On the other hand, such a blanket solution is not possible with the prohibitions of § 309 BGB, but the violation of § 309 is also an indication of the ineffectiveness of the clause in the case of sales between entrepreneurs. It is advisable to have an individual check carried out by a legal expert before using the terms and conditions.

Transparency requirement

This requirement means that a clause in terms and conditions is unreasonably disadvantageous even if it is not clear and understandable. This requirement means that non-transparent clauses per se, without the addition of an unreasonable disadvantage of the contractual partner in terms of content, are to be regarded as ineffective. Furthermore, this also means that the transparency requirement also applies to price provisions and performance-describing clauses, which are generally excluded from the content control.

Obligation to notify defects

For defects that are not obvious, the notice period for defects may not be set shorter than one year in the terms and conditions. The start of the period is the statutory start of the limitation period.

Reimbursement of expenses in the event of supplementary performance

In accordance with Section 439 (2) of the German Civil Code, the seller must bear the expenses required for the purpose of subsequent performance (e.g. transport, travel, labor and material costs). This obligation must not be excluded by the terms and conditions.

Restriction to supplementary performance

In the case of a defective item, the buyer can choose to either remedy the defect or deliver a defect-free item or, if the prerequisites are met, compensation for damages. Only if the supplementary performance is unsuccessful, not possible or unreasonable, the buyer can - in the second place - assert warranty rights: withdrawal or reduction. Restrictions on supplementary performance alone are ineffective if the other party to the contract is denied the right to reduce the price if the supplementary performance fails.

Limitation of Liability

Any exclusion or limitation of liability for damage resulting from injury to life, limb or health based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user is ineffective.

Amount of interest on arrears

From the beginning of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the sales contract, be it as a buyer or as a seller, the interest rate is 5% above the base rate. In the case of sales contracts between entrepreneurs, the interest rate will be increased to 8% above the base rate due to the reform of the law of obligations.