General Business and Delivery Conditions
1. General scope of applicability
a. Our terms and conditions of sale apply exclusively for the contractual relationship, the coming into being thereof and its performance. Differing terms and conditions of the customer, particularly terms of purchase, will only form a part of the contract if we have agreed to them in writing.
b. Our terms and conditions of sale only apply with respect to companies, legal persons under public law or public special funds in the meaning of Article 310.1 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).
2. Offer, the conclusion of the contract and offer documents
a. Our offers are subject to confirmation. The contract shall come into being upon the receipt of our order confirmation. The content of the order confirmation shall become a part of the contract if the customer does not immediately object to it.
b. We reserve the right to make design changes or to use different components or materials. Such changes will only occur due to technical progress or official requirements or if we can no longer obtain certain items from our suppliers. They must not make the subject of the contract worse and must be reasonable for the customer.
c. We reserve the ownership title and copyrights to images and design drawings. Before disclosure to third parties, the customer shall require our explicit written consent.
a. Unless otherwise stated in the order confirmation, our prices apply from the location of our registered office, excluding packaging, which shall be separately invoiced. Our prices do not include statutory VAT, which will be separately invoiced in the current statutory amount as of the date of delivery.
b. The purchase price shall be due upon delivery and the issue of the invoice. The customer can only set off with claims which are undisputed or have been established with legally binding effect. The customer will only have the right to exercise a right of retention if its counterclaim is based on the same contractual relationship.
c. We shall have the right to increase our prices accordingly if cost increases occur after the conclusion of the contract due to collective bargaining agreements or increases in the prices of materials. We shall provide proof of such cost increases to the customer at its request.
d. The deduction of a discount shall require a special written agreement.
4. Delivery period
a. Delivery periods which are contractually agreed or promised by us shall only begin once all technical issues have been clarified.
b. Events of force majeure, including strikes, lock-outs, civil unrest and state interventions, shall release us from our obligation to make delivery and render the performance for the duration thereof, including if they occur at our suppliers. Agreed delivery periods shall be extended by the duration of the impediment. In the event of a longer lasting impediment (more than six weeks), the customer shall have the right to rescind the contract.
c. If the customer sets us a reasonable additional time limit after we are already behind schedule for reasons for which we are responsible, with a threat of refusal, after the ineffective expiry of that additional time limit it shall have the right to rescind the contract. The customer shall only be entitled to claims for compensation due to non-performance in the amount of the foreseeable damage if the delay results from wilful misconduct or gross negligence. The above limitation of liability shall not apply if a commercial fixed date transaction has been agreed. The same applies if the customer can claim, due to a delay caused by us, that its interest in the performance of the contract has ceased to exist.
d. If the customer is late in accepting the delivery or breaches other cooperation obligations, we will have the right to demand compensation for the losses we have incurred as a result, including any additional expenses. In such a situation, the risk of accidental loss or accidental deterioration of the purchased item shall also transfer to the customer at the moment from which it is late in accepting delivery.
5. Transfer of risk
Unless stated otherwise in the order confirmation, delivery on an “ex works” basis is agreed.
6. Warranty for defects
a. The customer’s claims for defects are subject to the condition that it has properly fulfilled its inspection and complaint obligations under Article 377 of the German Commercial Code (Handelsgesetzbuch).
b. In the event that material defects exist in the meaning of Article 434 BGB, the customer shall provide us with the opportunity, setting a reasonable time limit, to eliminate the defect or provide a replacement delivery of a defect-free item. We shall make the choice as to whether to eliminate the defect or provide a replacement delivery. In the event of a supplementary performance, we shall be obliged to bear all the expenses and transport, labour and material costs necessary for this purpose, provided that they are not increased as a result of the subject of the delivery being relocated to a place other than the original destination.
c. If we unwilling or unable we eliminate the defect or provide a replacement delivery, this is unreasonably delayed for reasons for which we are responsible or the elimination of defects or the replacement delivery otherwise fail, the customer shall have the right to rescind the contract or demand an appropriate reduction of the purchase price, according to its choice.
d. Unless otherwise provided for below, more far-reaching claims of the customer, irrespective of the legal basis, are excluded. We shall therefore not be liable for losses which did not arise in the subject of the delivery itself. In particular, we shall not be liable for lost profits or other financial losses of the customer.
e. The above exclusion of liability shall not apply if the damage resulted from wilful misconduct or gross negligence.
7. Total liability
a. More far-reaching liability for compensation for losses than that provided for in section 6d is excluded, irrespective of the legal status of the claim asserted.
b. This exclusion of liability does not apply to claims under Articles 1 and 4 of the German Product Liability Act (Produkthaftungsgesetz). The same applies for initial inability or impossibility for which we are responsible. Furthermore, the exclusion of liability does not apply if the losses were caused by us or our vicarious agents either intentionally or due to gross negligence.
8. Retention of ownership
a. The goods delivered by us shall remain our property until all our receivables from the customer from the delivery and performance have been paid (hereinafter referred to as goods subject to retention of title). Any working or processing of the goods subject to retention of title shall occur for us, without obligating us. In the event of working or processing, we shall acquire the ownership title to the new item in the ratio of the value of the goods subject to retention of title to the value of the new item. If the goods subject to retention of title are combined with other items that do not belong to us to form an integral item, we shall be entitled to co-ownership of that integral item in the ratio of the goods subject to retention of title to the value of the other items combined to form an integral item. The value of the goods subject to retention of title shall be deemed to be the amount that we charged for them in our invoice. Our coownership share in accordance with the preceding provision shall be deemed to be goods subject to retention of title in the meaning of these provisions.
b. The customer is permitted to sell goods subject to retention of title in the normal course of business, as long as it is not in default with its payment obligations with respect to us. The customer assigns to us, already now, its receivables from the resale of the goods subject to retention of title. Where new items resulting from working, processing or combining or integral items of which we only have a co-ownership share are concerned, the assignment shall only apply in the amount of the value of our co-ownership share. If our goods subject to retention of title are sold with other items, the assignment of the claim from the resale shall only apply in the amount of the sale proceeds attributable to our goods subject to retention of title. The customer is permitted to collect the receivables assigned to us, as long as it is not in default with its payment obligations with respect to us.
c. If the value of our security exceeds our claim with respect to the customer by more than 20%, to that extent we will be obliged, at the customer’s request, to release security according to our choice.
9. Place of performance, place of jurisdiction and final provisions
a. The place of performance for all obligations under the concluded contracts is 72202 Nagold, unless agreed otherwise.
b. The place of jurisdiction is our registered office at 72202 Nagold. However, we have the right to also take legal action against the customer before the court competent for its registered office.
c. Should one or more of the above provisions be or become ineffective, the effectiveness of the other provisions hereof shall not be affected.