General Terms and Conditions
§ 1 Area of Application
(1) These trade terms apply exclusively and only to contractors, corporate bodies under public law, or fund assets governed by public law according to § 310 Section 1 BGB (German Civil Law Code). Conditions that are in conflict with or deviate from our sales terms require our expressed prior approval in writing. (2) These trade terms also apply to any and all future business transactions with the purchaser if these transactions represent legal business transactions of a related nature.
§ 2 Offer and Completion of Contract
If an order constitutes an offer according to §145 BGB, we can accept the order within a period of two weeks.
§ 3 Relinquished Documents
We reserve all claims of ownership and copyright for any documents (e.g., calculations, drawings, etc.) relinquished to the purchaser in connection with the placement of an order. Such documents may not be made available to a third party unless we extend to the purchaser our expressed permission in writing. If we do not accept the purchaser’s offer within the time period stated in § 2, the documents must be returned to us immediately.
§ 4 Prices and Payment
(1) If no other agreement was drawn up in writing, all prices represent factory prices excluding packaging and with the addition of the current value added tax. Packaging costs are charged separately. (2) The purchase price must be paid exclusively to the account listed below. Deduction of early payment discounts requires prior written permission. (3) Unless stipulated otherwise, the purchase price must be paid within 30 days of delivery. Default interest charges are at 8% above the current basic interest rate per year. We reserve the right to assert any higher damages caused by delay. (4) Unless a fixed price has been agreed upon, we reserve the right to appropriately raise our prices as a result of increased costs for wages, materials and shipping for any deliveries that occur 3 months or more after completion of the contract.
§ 5 Offsetting and Retention Rights
The purchaser is only entitled to offsetting if his counterclaims have been determined by law or are indisputable. The purchaser is only entitled to exercise his retention right if his counterclaim is based on the same contractual relationship.
§ 6 Delivery Period
(1) The onset of the delivery period stated by us requires the timely and orderly fulfillment of the purchaser’s obligations. We reserve the right to object to any unfulfilled contract. (2) In case of default of acceptance by the purchaser or any other culpable violation of contractual obligations we reserve the right to demand restitution of any and all resulting damages, including possible additional expenses. We also reserve any additional claims. If the above conditions apply, the risk of accidental destruction or degradation of the merchandise rests with the purchaser from the time the purchaser has become delinquent in acceptance or payment. (3) Additional legal claims and rights of the purchaser due to default of acceptance remain untouched.
§ 7 Transfer of Risk during Shipping
If the merchandise is shipped to the purchaser upon demand, the risk of accidental destruction or degradation of the merchandise passes to the purchaser at the time of shipping, at the latest once the merchandise has left the factory/warehouse. This applies regardless whether shipping occurs from the place of execution, or who pays the cost of shipping.
§ 8 Retention of Title
(1) The delivered merchandise remains our property until any and all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even without expressed reference to this clause. We reserve the right to reclaim the merchandise if the purchaser acts contrary to his contractual obligations. (2) The purchaser is obligated to treat the merchandise with suitable care as long as it has not passed into his ownership. If repairs or inspections become necessary, the purchaser is obligated to conduct these in a timely manner at his expense. Until transfer of ownership has been completed, the purchaser is obligated to immediately inform us in writing if the merchandise has been seized or is otherwise subjected to access by a third party. If the third party is not able to reimburse the legal and out-of-court expenses of a lawsuit according to § 771 ZPO (Civil Process Order), the purchaser is liable for any resulting losses. (3) The purchaser has the right to resell any goods subject to retention of title within normal commercial traffic. By signing this contract, the purchaser relinquishes to us any claims by the new buyer up to of the agreed-upon invoice amount (including value added tax). This relinquishment is valid regardless whether the merchandise was resold with or without alterations. The purchaser retains the right to collect his claims even after the resale. Our rights to collect the claims remain untouched by this clause. However, we will not collect any claims as long as the purchaser meets his payment obligations from his proceeds, is not in arrears, and especially if he has not filed for bankruptcy or stopped payments. (4) Any processing, manipulation or alteration of the merchandise occurs in our name and by our order. In this case, the purchaser’s expectancy passes on to the altered merchandise. If the merchandise was processed under inclusion of foreign objects not owned by us, we acquire joined ownership of the altered merchandise in relation to the objective value of our merchandise compared to the added objects at the time of processing. The same applies in case of commingling. If the commingling occurs in such a fashion that the purchaser’s merchandise remains the primary merchandise, it is agreed that the purchaser assigns proportional co-ownership to us and detains the resulting sole or co-ownership for us. To secure our claims against the purchaser, the purchaser also surrenders to us such claims against a third party that arise from the connection of the goods subject to retention with a piece of real estate. We accept this surrender with the completion of this contract. (5) We commit ourselves to release any securities we are entitled to upon the purchaser’s demand, as long as their value exceeds the value of the secured claims by more than 20%.
§ 9 Warranty, Notice of Defects and Recourse/ Manufacturer’s Regress
(1) The purchaser’s warranty claims are subject to proper compliance with his obligation to inspect and give notice of defects as required by § 377 HGB (Code of Commercial Law). (2) Any warranty rights lapse 24 months after delivery of the ordered merchandise to the purchaser. The above clause does not apply if the law requires mandatory longer warranty periods according to § 438 Section 1 No. 2 BGB (German Civil Law Code), § 479 Section 1 BGB and § 634a Section 1 BGB. Return of merchandise requires our prior permission. (3) If despite proper care the merchandise shows a defect that has already been present at the time of transfer of risk, we will repair or replace the merchandise, subject to timely notice of defects. We request to be given the opportunity for repair/replacement within an appropriate period of time. Any claims to recourse remain untouched by the above clause without restrictions. (4) In case of failure of repair/replacement, the purchaser has the right to cancel the contract or lower the payments, irrespective of any claims of damage. (5) There are no warranty claims in case of only negligible deviation from the agreed-upon nature of the merchandise, negligible interference with its usability, natural wear and tear, and in case of damages caused by faulty or negligent treatment, excessive use, unsuitable supplies, inadequate construction methods, unsuitable construction surfaces or special external influences not provided for in the contract. If the purchaser or a third party performs improper repairs or alterations, any warranty claims for these repairs/alterations or any resulting consequences are null and void. (6) The purchaser cannot make any claims for expenses incurred through supplementary performance, especially costs for transport, delivery, labor, and materials, if these expenses have increased as a result of subsequent removal of the delivered merchandise to a location other than the branch office of the purchaser, unless such removal is in accordance with the proper usage of the merchandise. (7) Recourse claims by the purchaser against our company are only admissible insofar as the purchaser has not entered into any agreements with his buyer that exceed the legally mandatory claims for defects. The extent of the purchaser’s recourse claim against the supplier is further governed by section 6, accordingly. (8) In case of malicious concealment of a defect or in case of acceptance of a warranty for the merchandise’s nature at the time of transfer of risk according to § 444 BGB (German Civil Law Code) the purchaser’s rights are exclusively governed by the legal regulations.
§ 10 Other
(1) This contract and all legal relationships of the parties are subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). (2) Place of execution and exclusive venue of jurisdiction for all legal disputes concerning this contract is our registered office or the Federal State of Berlin, unless stated otherwise in the order confirmation. (3) Changes and supplements to this contract must be in writing, including changes in this clause. There are no oral side agreements. (4) If individual clauses in this contract have or will become invalid or incomplete, the validity of all other clauses remains in place.