§ 1 Scope and conclusion of contract
- The present general terms and conditions shall apply to the conclusion and execution of all orders of the purchaser exclusively; we do not recognize deviating or conflicting conditions unless we such extent as is reasonable for the purchaser.
expressly consent to their validity in writing. The general terms and conditions shall apply even if we execute the order of the infringes the obligation to cooperate, then we are entitled to purchaser unconditionally.
- A contract with the purchaser shall become binding only upon receipt of our written order confirmation.
- An order which is an offer in the sense of § 145 BGB (German Civil Code) can be accepted by us within a period of two weeks.
- The present general terms and conditions shall apply only to contractors in the sense of § 310 Abs. 1 BGB (German Civil Code).
- All agreements including additions, changes or special agreements, in particular promises and warranties made between us and the purchaser, are stipulated in writing in this Contract.
§ 2 Extent of the obligation of delivery
- Documents provided, such as illustrations and drafts, as well as data concerning weight and measurements, are only approximately definitive and only binding for execution if this is expressly confirmed by us in writing.
- We reserve rights of ownership and copyright for the aforementioned documents. A passing on to third parties requires our explicit agreement in writing.
§ 3 Prices and terms of payment
- The prices apply ex-factory, excluding packing, customs and insurance. These are to be invoiced separately.
- In addition to the price, the value- added tax in the respective legal amount shall be charged. Such tax is disclosed separately in the bill.
- If deviations are not agreed upon in writing, the payments shall be rendered in Euro, with no deductions whatsoever, free domicile to our cashier's office. Bills for delivery and supply have to be paid after 30 days net. Spare part and assembly bills shall be paid immediately upon receipt.
- Set-off rights are entitled to the purchaser only if his potential counterclaims have been legally determined, are undisputed or are recognized by us. The retention of payments due because of counterclaims is only possible if the retention right is based upon the same contractual relationship.
§ 4 Delivery perio
- The delivery period stipulated by us shall begin as soon as all details of the execution are clear. It corresponds to the completion of the order commodity in factory status in the factory.
- Adherence to the delivery obligation further requires the punctual and proper fulfilment of the obligations of the purchaser, in particular such necessary cooperative actions incumbent on him as for example the procuring of documents and releases requisite on the side of the purchaser. The delivery period shall be extended at the occurrence of unforeseen obstacles which lie outside of our intentions, in particular, of operational disturbances or in case of non-delivery by subcontractors. The defense of non-performance of the contract is reserved.
- The delivery period begins anew when subsequent changes to the order take place.
- The provision of partial deliveries on our part is permissible such extentas is reasonable for the purchaser
- If the purchaser enters into default of acceptance or if he infringes the obligation to cooperate, then we are entitled to demand damages insofar as resulting losses have been sustained by us, including any resulting additional expenditures. Rights to further claims are reserved.
- Other rights of the purchaser like cancelation after setting a deadline, especially claims of compensation for damage which are caused by delay are excluded
§ 5 Passing of risk
- Insofar as no divergent agreement exists, the risk passes over to the purchaser at dispatch ex-factory. This also applies if free-on-board delivery has been agreed upon.
- If dispatch is delayed for reasons which lie with the purchaser, then the risk shall already pass to the purchaser on the day the ready-for-dispatch message is sent. This applies in particular if the purchaser is in default of acceptance or culpably infringes the obligation to cooperate.
- If the purchaser wishes, we will procure transportation insurance for the shipment at his cost, assembly or installation of the machine.
§ 6 Warranty for defects
- We reserve the right to change design and execution concerning to the data in our scriptures, because our products are subject to continuous development.
- For the suitability of our goods and services for the particular purpose of the purchaser the purchaser has the exclusive responsibility of this, even if we advise him.
- Information about weights, measures and service are only approximately valid.
- A warranty for defects in our products, we assume only in terms of manufacturing and / or material defects as well as for services rendered in respect of the contract guaranteed portion.
Further claims by the purchaser, in particular claims for consequential damages are excluded.
- The goods must be inspected immediately after receiption. Damaged packaging is to create a protocol and immediately leave through the transport company acknowledge. Obvious defects are immediately objected to in writing after discovery. The return of rejected goods will only be accepted with our prior written consent. Cost and risk of returning the goods goes to the buyer.
- Claims for damages of the buyer - for whatever legal reason - are excluded unless we are guilty of intent or gross negligence.
§ 7 Retention of title
- We reserve the property rights to the delivery article until we receive satisfaction of all claims from the supply contract or other business; thus also up to the point of redemption of bills of exchange and checks.
- The purchaser may not otherwise exercise rights to the delivery article which remains under our retention of title without our express written consent; in particular neither to mortgage nor to give in pledge as security or otherwise sell. Regardless of our remaining rights, any claims of the purchaser resulting from a possible further sale shall, as of the present, already have been surrendered to us. In case of attachment as well as seizure or other orders by third parties, the purchaser is obligated to inform us immediately. To the extent that a third party is not able to refund us those judicial and out-of-court expenses associated with a legal action in accordance with §771 ZPO (Code of Civil Procedure), the purchaser shall be held liable for our losses.
- The processing or alteration of the delivery article by the purchaser is always conducted for us. If the delivery article is processed with other articles not belonging to us, then we acquire co-ownership in the new article in proportion to the value of the purchase article (invoice total amount, including VAT) to the other processed articles at the time of the processing. For the article arising from the processing, the same conditions apply for the remainder as do for the delivery article delivered under right of retention. We hereby precedently grant to the purchaser an expectant right (remainder) to our co-ownership portion of the new article.
- We are entitled to insure the delivery article against all hazards at the expense of the purchaser, in particular against theft, breakage, fire, water and other possible damages, insofar as the purchaser has not taken out and continues to maintain the insurance himself, subject to verification. All claims on disbursement of the insured sum are hereby precedently surrendered to us, effective immediately.
- The purchaser is obligated to conduct the necessary maintenance and inspection work on the delivery article at his own expense.
- With each instance of non-contractual behavior on the part of the purchaser which entitles us to with-drawal from the agreement, we are entitled to the return of the delivery article, and the purchaser is obligated tosurrender it; for this case, the agreement for removal shall be issued to same, effective immediately. A demand for return on our part is considered a withdrawal from the agreement.
- We pledge to release the collateral to which we are entitled at the request of the purchaser to the extent that the realizable value of our collateral exceeds the demands to be secured by more than 10%. The selection of the collateral which shall be released is incumbent on us.
§ 8 Rights in case of delay of payment and substantial asset degradation of the purchaser
Rights in case of delay of payment and substantial asset degradation of the purchaser obligations resulting from retention of title rights to a not insignificant extent, then all our claims shall immediately become due, even if bills of exchange are submitted.
§ 9 Place of performance and area of jurisdiction
Place of performance for delivery and payment is our registered place of business in Hanover, provided nothing contrary arises from our confirmation of order. Area of jurisdiction for both parts is Hanover.
§ 10 Applicable law
In case of deliveries abroad, only German law applies to all legal relations between us and the purchaser. The validity of CISG (UN Convention on Contracts for the International Sale of Goods) is not applicable.
§ 11 Inefficacy of one provision
If individual provisions of these general terms and conditions of trade should be totally or partially ineffective, then the remainer of these terms and conditions shall retain their effectiveness in all other respects.