General terms of
delivery and payment
1. General
1.1 The following conditions are valid for all our offers, sales, deliveries and services and become content of the contract. They shall not apply if our contractual partner is a private individual and is not a professional or commercial entity. They shall also apply to all future business relations, even if they are not expressly agreed upon again.
1.2 Deviating or supplementing general terms and conditions of business of the Buyer are hereby expressly precluded. They shall also not apply if the Buyer has based them on his order or other explanation. The acceptance of the delivery shall in all cases be deemed to be acceptance of these conditions and the confirmation of order.
2. Products and Projects
2.1 Our offers are subject to change unless they are described as binding in writing. An effective contract is therefore only concluded by our order confirmation or the delivery of the goods.
2.2 Dimensions, weights, illustrations, drawings as well as other documents, which belong to our non-binding offers remain our property and are only approximate. Only in the case of explicit written confirmation by us can they become binding contractual content.
2.3 In case of non-fulfilment of an order, we reserve the right to pay technical consulting services with an hourly rate of € 150 per hour.
3.Doubtful Ability to Pay
3.1 If, after conclusion of the contract, we become aware of circumstances which give rise to doubts as to the Buyer's ability to pay, we may make additional deliveries dependent on an advance payment of the goods by the Buyer. We can set a reasonable deadline for the advance payment of the goods and withdraw from the contract if we do not receive the advance payment in due time. The Buyer can afford security through bank guarantee instead of advance payment. If we have already delivered the goods, the purchase price is due immediately without deduction, regardless of the agreed payment periods.
Doubts about the Buyer's ability to pay are due, inter alia, to the fact that an application for opening insolvency proceedings has been lodged over his assets or does not make payments to us or third parties on time.
4. Prices
4.1 Our prices are "ex works" unless otherwise agreed with the Buyer. The packaging costs are not included in the price.
4.2 The statutory value-added tax is not included in our prices and is stated separately in the invoice on the invoice legally valid on the invoice.
4.3 In the case of changes in the procurement prices for raw materials, auxiliaries, freight or public duties up to the agreed delivery date, we reserve the right to adjust the prices accordingly. We will provide the Buyer with a correspondingly amended order confirmation prior to delivery. The Buyer may, in this case, withdraw from his order with regard to the goods for which the price has been increased. He must resign at the latest on the 4th working day after receipt of the amended order confirmation. A fax or email is sufficient.
5. Delivery time
5.1 All of the above delivery dates are non-binding and shall be deemed to be approximate only if they are not expressly described as binding by us.
5.2 If we are unable to meet an explicitly agreed deadline or if we are in default for other reasons, the Buyer has to grant us a reasonable period of grace. After the unsuccessful expiry of this period of grace, the Buyer is entitled to withdraw from the contract.
5.3 If the performance becomes temporarily or completely impossible for us due to force majeure or from other exceptional and unencumbered circumstances, the agreed delivery time shall be extended by the duration of the performance impediment. The same applies to a statutory deadline or that set by the Buyer for the provision of services, in particular for post-delivery delays.
5.4 Before expiry of the delivery period or period of performance extended pursuant to paragraph 3, the Buyer shall neither be entitled to rescission nor to compensation. If the impediment to performance persists for more than eight weeks, both the Buyer and we are entitled to rescind the contract, insofar as the contract has not yet been carried out. If the Buyer is entitled to contractual or statutory (e.g. due to an interest) right to rescind without setting a notice period, this right will remain unaffected.
5.5 In the event of any delay in delivery, in so far as it is not based on intent or gross negligence, claims for damages of any kind are excluded.
6. Dispatch
6.1 Shipping shall be at the expense of the Buyer. The risk is transferred to the consignor, even if freight-free delivery is agreed and / or the dispatch is carried out with our own vehicles. We are not obliged to provide transport insurance
6.2 Unless expressly agreed otherwise in writing, we are entitled to partial deliveries to a reasonable extent, which shall be calculated individually.
7. Payment
7.1 Our invoices are payable within 30 days from date of invoice without deduction.
7.2 Tool costs are payable immediately net. Before the payment is received, production shall not start.
7.3 Payments shall be payable immediately net.
7.4 The Buyer shall also be in default without a reminder if he does not pay the purchase price within 14 days after the due date and receipt of the invoice or an equivalent payment order.
7.5 If the Buyer is in arrears with a payment, all his payment obligations arising from the business relationship with us - including those for which bills of exchange have been given - are immediately due. In this case, we are entitled to demand interest from the relevant date on a statutory basis. The proof of a higher damage by the seller remains reserved.
7.6 Bills of exchange shall only be accepted on the basis of prior agreement and in the case of discounting, without the payment of a discount. Payments in the check / exchange process are also accepted for the sake of performance. The purchase price claim expires only after the bills have been completely redeemed. Exchange and discount charges are charged separately and are to be paid immediately without deduction.
7.7 The Buyer shall be entitled to set-off, even if claims of defect or counterclaims are asserted, if the counterclaims have been legally established, recognized by the seller or are not disputed. The Buyer is only entitled to exercise a right of retention if his counterclaim is based on the same purchase contract.
8. Warranty/Liability
8.1 The Buyer must examine the received goods for completeness, transport damage, obvious defects, condition and their characteristics. Obvious defects must be reported by the Buyer in writing within one week of delivery of the contract object.
8.2 We are not obliged to guarantee if the Buyer has not made a manifest defect in writing in due time. If a deficiency in the goods is attributable to us and has been notified in writing by the Buyer in due time, we shall be obliged to make supplementary performance - to the exclusion of the rights of the Buyer from the contract or to reduce the purchase price to refuse the supplementary performance. The Buyer shall grant us a reasonable period for subsequent performance for each individual defect.
8.3 The subsequent performance can be made after the choice of the Buyer by removing the defect or delivery of a new product. We are entitled to refuse the type of supplementary performance chosen by the Buyer if it is only associated with disproportionate costs. During the supplementary performance the reduction of the purchase price or the rescission of the contract by the Buyer are precluded. The second unsuccessful attempt to rectify the defect shall be considered as failed. If the supplementary performance has failed or the seller has refused the supplementary performance as a whole, the Buyer may, at his discretion, demand a reduction of the purchase price (reduction) or declare the rescission of the contract.
8.4 Claims for damages to the following conditions due to the defect can only be asserted by the Buyer if the supplementary performance has failed or the supplementary performance is refused by us. The right of the Buyer to assert further claims for damages under the following conditions shall remain unaffected.
8.5 We shall be liable for intentional or grossly negligent breach of duty as well as for damages resulting from a violation of life, body or health in accordance with statutory provisions. Furthermore, we are only liable if the breach of contract is clearly significant for the achievement of the purpose of the contract and only to a limited extent to the amount of typically foreseeable damage
8.6 The limitation of liability pursuant to paragraph 5 shall apply mutatis mutandis to claims for damages other than contractual claims, in particular claims arising from tortious actions, with the exception of the claims under the Product Liability Act. It also applies to our employees, employees, employees, representatives and vicarious agents.
8.7 Insofar as we have given a quality and / or durability warranty with regard to the goods or parts thereof, we are also liable under this guarantee. For damages which are based on the absence of the guaranteed condition or durability, but do not occur directly on the goods, we are only liable if the risk of such damage is clearly covered by the condition and durability guarantee.
8.8 We shall also be liable for damages caused by simple negligence as far as this negligence concerns the violation of such contractual obligations, the compliance of which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we are only liable to the extent that the damages are typically connected with the contract and foreseeable. In case of simple negligent violations of non-contractual subsidiary obligations, we are not liable. The liability limitations contained in §7 also apply, as far as the liability for the legal representatives, senior employees and other vicarious agents of the seller is affected.
8.9 A further liability is excluded without consideration for the legal nature of the claim. Insofar as the Seller's liability is precluded or limited, this also applies to the personal liability of his employees, employees, employees, representatives and vicarious agents.
9. Retention of title
9.1 We retain title to the goods (reserved goods), until the receipt of all payments from the purchase contract. The delivered goods shall not be transferred to the Buyer until the Buyer has fulfilled all his liabilities arising from the business relationship, including additional claims, claims for damages and redemption of checks and bills of exchange. In the case of the check-change procedure, the retention of title in all its forms listed here does not expire with the check payment, but only with the redemption of the bill of exchange.
9.2 The Buyer must notify us immediately in writing of all accesses by third parties, in particular of enforcement measures and other impairments of his property. The Buyer has to compensate us for all damages and costs arising from a breach of this obligation and the necessary measures to protect against third party access.
9.3 If the Buyer fails to comply with his payment obligation despite a reminder, we can demand the surrender of the reserved goods still in his possession without prior setting of a time limit. The Buyer is responsible for all applicable freight costs. In the attachment of the reservation condition by us always a withdrawal from the contract. We are entitled to use the reserved goods for their reclamation. The proceeds from the sale are offset against our outstanding receivables.
10. Place of performance
The place of performance for payments is Langenfeld in the Rhineland. German law shall apply to the contractual relationship to the exclusion of the UN purchase law. The exclusive court of jurisdiction is Düsseldorf. However, we are additionally entitled to bring an action at any other legally permissible jurisdiction.
11. Data Processing
The Buyer agrees that we will process the data obtained in connection with the business relationship in accordance with the Federal Data Protection Act for the performance of our own business purposes, in particular store or transmit it to a credit protection organization insofar as this is within the scope of the purpose of the contract of our legitimate interests is required and there is no reason to believe that the Buyer's legitimate interest in the exclusion of the processing, in particular the transmission, of these data is predominant.
Status 01.04.2016