General Terms and Conditions
§ 1 Scope
(1) These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB. We only recognise any conditions of sale of the customer that contradict or derogate from our conditions of sale if we expressly agree to their validity in writing.
(2) These conditions of sale also apply to all future business transactions with the customer, insofar as they are legal transactions of a related nature.
§ 2 Offer and Conclusion of Contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Provided Documents
We reserve property rights and copyrights for all documents provided to the customer in connection with placing the order, e.g. product ideas, recipes, calculations, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT at the currently applicable rate. Packaging costs will be charged separately.
(2) Payment of the purchase price must be made exclusively to the account mentioned. The deduction of a discount is only permitted with a special written agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 10 days of the invoice date after delivery and invoicing.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and sales costs for deliveries that are made 3 months or later after the conclusion of the contract.
§ 5 Offsetting and rights of retention
The customer is only entitled to offset if his counterclaims have been legally established or are undisputed. The customer is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
(1) The start of the delivery time specified by us presupposes the timely and proper fulfilment of the customer’s obligations. We reserve the right to assert claims arising from the unfulfilled contract.
(2) If the customer is in default of acceptance or if he culpably breaches 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 in arrears.
§ 7 Transfer of Risk Upon Dispatch
If the goods are sent to the customer or a third party at the request of the customer, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer when they are dispatched, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of Title
(1) We reserve the title to the delivered item until full payment of all claims from the delivery contract. 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.
(2) As long as the title has not yet passed to him, the customer is obliged to treat the purchased item with care and to store it properly. As long as the title has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the customer’s claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold with or without further processing. The customer remains authorised to collect the claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.
(4) The treatment and processing or transformation of the purchased item by the customer is always in our name and on our behalf. In this case, the customer’s entitlement to the purchased item continues with the transformed item. If the purchased item is processed together with other items that do not belong to us, we acquire joint ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If said mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is hereby agreed that the customer shall transfer proportional co-ownership to us and reserve the resulting sole or co-ownership for us.
(5) 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%. Selection of the securities to be released is our responsibility.
§ 9 Warranty and Notification of Defects as well as Recourse / Manufacturer Regress
(1) The customer’s warranty rights presuppose that he has properly complied with his inspection and complaint obligations under § 377 HGB.
(2) Claims for defects become statute-barred 12 months after delivery of the goods delivered by us to our customer. Our consent is to be requested prior to returning the goods.
(3) If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to provide supplementary performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.
(4) If the supplementary performance fails, the customer can withdraw from the contract – regardless of any claims for damages.
(5) Claims arising from defects do not exist in the case of only insignificant derogation from the agreed quality, in the case of only insignificant impairment of usability, as in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent treatment, excessive use or due to special external influences that are not foreseen by the contract. If the customer or a third party undertakes improper alteration, then no claims for defects can arise from these and their resulting consequences.
(6) Claims of the customer due to the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us are subsequently shipped to a location other than the branch of the customer, unless the shipment corresponds to its intended use.
(7) The customer’s right of recourse against us only exists insofar as the customer has not made any agreements with his downstream customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the scope of the customer’s right of recourse against the supplier.
§ 10 Miscellaneous
(1) 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).
(2) The place of performance for delivery, services and payments and the exclusive place of jurisdiction for all disputes arising from this contract is our place of business.
(3) If one of the contractual partners suspends its payments or if insolvency proceedings are applied for over its assets or an out-of-court settlement procedure is applied for, the other partner is entitled to withdraw from the contract with regard to the part that has not yet been fulfilled.
(4) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(5) Should individual provisions of this contract be or become ineffective or contain a loophole, this shall not affect the remaining provisions. The parties undertake to replace the ineffective regulation with a statutory regulation that comes closest to the economic purpose of the ineffective regulation or fills this gap.
(6) According to the Data Protection Act, it is pointed out that the seller saves data about the customer and uses it in the context of the execution of the contract.