1 Our deliveries, services and offers are subject to these terms of sale and delivery. They are recognized as binding by the buyer by the issuing of the order. They apply accordingly for supplementary and subsequent orders. Insofar as these do not contain a regulation, the law applies.
2 Contrary General Terms and Conditions of the purchaser, excluded, even if we do not expressly object to them. As a precaution, we are already expressly contradicting them.
II. Offer and acceptance, contract content
1 Unless otherwise agreed, our offers will become invalid no later than 3 months after delivery. They are also free to accept by the buyer and can be revoked by us at any time until acceptance. Orders of the buyer, which were not preceded by a written offer by us, always require our written order confirmation to be legally valid. The same applies to any supplements, amendments and side agreements.
We reserve the right to make technical changes in the execution of the contract, insofar as they result from the progress of the technical development or prove to be relevant in the individual case in the interest of the efficiency of the plant.
Pre-contractual notifications, in particular descriptions, cost estimates are, except with express written agreement, freeing. The same applies to drawings, illustrations, measurements and other performance data.
1 Unless otherwise stipulated we are bound to the prices stated in our offer for a period of 3 months from the date of offer.
2 A price adjustment at the conclusion of the contract is made, insofar as design changes to the material are necessary or the scope of the agreed delivery is altered. This does not apply if we have expressly and in writing a fixed price.
The prices are net ex warehouse, without packaging and without any deductions. All ancillary costs, e.g. the costs for packaging, freight, insurance, authorizations as well as certifications, shall be borne by the purchaser.
If we have separately included the costs for packaging, freight, insurance and other incidental expenses in the offer or delivery price or separately in the offer or in the confirmation of order, we have the right to adjust these approaches accordingly when the corresponding tariffs are changed. This does not apply if we have expressly and in writing a fixed price.
1 Our invoices are due immediately and without any deduction after receipt of the invoice. A deduction of discounts and the extension of the terms of payment shall in any case require a prior written agreement.
If no payment is made within this period, we shall be entitled to demand interest in the amount of 4% above the respective discount rate of the Deutsche Bundesbank, but at least 8%, plus VAT. The assertion of further damage in case of default remains reserved. The buyer can prove that a lower than the minimum damage has occurred, the seller remains the proof of a higher interest rate damage reserved. In the case of partial deliveries, we are entitled to the right to demand a corresponding partial payment.
Payments may only be made to us, not to representatives.
2 Acceptance of checks, bills of exchange and other securities shall only be payable by the purchaser under the customary reservation of their redemption, their possibility of discounting and the acceptance of all costs incurred by the buyer in connection with the redemption.
3 If the purchaser is in default of payment despite two reminders, checks for reasons for which the purchaser is responsible shall not be rescinded, or bills of exchange shall be protested or any other material deterioration in the purchaser’s financial circumstances after the conclusion of the contract shall cease our claim for consideration is jeopardized, the payment of the buyer has to be carried out on a turn-by-turn basis against the delivery items still to be delivered and the services to be rendered. Delivery turn-by-turn by the customer can be averted by providing a guarantee in the amount of the outstanding purchase price.
4 If the purchaser withdraws from the contract without canceling the contract, or if we declare the rescission or termination of the contract for reasons which are the responsibility of the purchaser, the buyer commits to the costs already incurred as well as the lost profit with a lump sum of a maximum of 25% of the contractual equipment value. The purchaser reserves the right to prove that costs and profits have not arisen or are not incurred or have escaped. After this, calculation is only carried out at a confirmed height.
5 The buyer is only entitled to set-off if the claim is undisputed or legally established.
V. Delivery time, delay, impossibility
1 Information about delivery periods and dates are only approximate, unless we have expressly confirmed them in writing as binding. The delivery time starts with the date of receipt of our order confirmation by the buyer, but not before clarification of all execution details and fulfillment of all other conditions, which the buyer has to provide.
2 The delivery date is met as soon as the delivery item period is complied with when the delivery item has left our factory or if we have indicated readiness for dispatch.
3 In case of force majeure and other unforeseeable, extraordinary or other circumstances which are not its fault, e.g. In the event of material difficulties, operating difficulties, strike, lockout, lack of transport, official interferences, energy supply difficulties, etc. – even if they occur with suppliers – is extended if the supplier is impeded in the timely fulfillment of his obligation to reduce the delivery period by the duration of the hindrance as well as an adequate start-up time. If the delivery or performance becomes impossible or unacceptable due to the circumstances mentioned above, the supplier shall be released from the delivery obligation. If the delivery delay lasts longer than 2 months, the buyer is entitled to withdraw from the contract. If the delivery time is extended or the supplier is released from the delivery obligation, the buyer can not derive any claims for damages from this. The supplier can only rely on the before mentioned circumstances if he notifies the buyer immediately.
4 In the event of our own default and the impossibility of performance which we are responsible for, we are only liable for damages due to non-fulfillment only with intent and gross negligence. Even in case of gross negligence, however, our liability is limited to the damage foreseeable at the time of conclusion of the contract. If the buyer is a merchant, our liability is also limited by gross negligence to the foreseeable damage at the time of the conclusion of the contract, claims for compensation for delays are excluded. If the buyer is a merchant, the right to rescind the contract after a fruitless expiration of a reasonable period of grace set by us shall remain unaffected.
5 We are entitled to partial deliveries. The risk shall pass to the buyer, even if freight-free delivery has been agreed upon as soon as the goods have left our factory or warehouse. If a delivery is owed by us, the risk passes on the day of delivery, if our delivery or service is delayed at the customer’s request or for reasons for which it is responsible (creditor delay), the risk of the delay will be impaired The customer. Any additional costs resulting from this have to be borne by the customer.
VI. Construction and maintenance of plants
1 The installation, assembly and maintenance of the plant is not normally owed by the supplier. If the supplier arranges, erects and / or maintains in individual cases on the basis of a contractual agreement, separate agreements must be made in each case.
1 If the delivery item is defective or if it is not guaranteed or if it is faulty within the warranty period, then we have – at our discretion – to supply replacement or to improve the product without prejudice to further warranty claims by the purchaser. Replaced parts become our property.
2 In order to rectify the defect, the buyer has to give us the time and opportunity required at our discretion. If he refuses to do so, the warranty claims of the buyer are void. If we allow a reasonable extension of the term to expire without surrendering or remedying the defect, or if the improvement also fails in the second attempt, the buyer has a right to cancel the contract or reduce the purchase price. In cases of repair, replacement or delivery of replacement devices during the warranty period, the law shall always apply with regard to a possible extension of the warranty period.
3 The purchaser shall not be entitled to warranty if the defect is due to natural wear and tear, inadequate maintenance, disregard of the operating regulations, excessive use, force majeure, extraordinary environmental conditions, static discharges, deficient construction and assembly work or the buyer or third parties have made modifications or repairs to the delivery item without our written consent.
If it turns out that the complaint is based on a circumstance which does not oblige us to guarantee, the buyer has to reimburse us all costs incurred as a result
VIII. General limitation of liability
Any claims not expressly granted in these conditions, in particular claims for damages arising out of impossibility, default, breach of contractual obligations, positive breach of contract, fault in the conclusion of the contract, tort and replacement of defect claims – including claims relating to the warranty rights of the customer – unless they are based on an intentional or grossly negligent breach of contract by us, one of our legal representatives or one of our vicarious agents. If the contract covers the operation of a trader’s commercial business, our liability is limited to the foreseeable damage at the time of conclusion of the contract even in the case of gross negligence. Excluded are in any case replacement claims for consequential damages. Any liability on our part for damages caused by our representatives, vicarious agents or vicarious agents before or during execution of the contract shall only be assumed within the framework of the company liability insurance concluded by us.
VIIII. Retention of title
1 All goods remain our property (conditional goods) until fulfillment of all claims – in the case of payment by check or bill of exchange until redemption – irrespective of which legal basis, including future or conditional demand, also from concurrently or later contracts claims have already been settled.
2 The same applies to the case of the combination and mixing with regard to the co-ownership right, which then possibly passes to us (§§ 847, 948 BGB).
3 The buyer is obligated to refrain from any impairment of the ownership of the reserved goods and, in the case of the access of third parties, to notify the supplier without delay thereof. The costs arising from interventions are borne by the buyer.
4 We are obliged to release the collateral to which we are entitled under the above provisions, at our option, at the purchaser’s request insofar as the value exceeds the claims to be secured by 20% or more.
X. Data protection, secrecy, industrial property rights
1 We shall be entitled to process and store the data relating to the customer in the context of the business relationship in the sense of the Federal Data Protection Act, insofar as this appears to be appropriate within the framework of the implementation of the contract.
All technical documentation shall remain our intellectual property and may not be copied or reproduced, nor be disclosed to third parties in any way, nor used for the production of the work or of components. They may be used for maintenance and operation as far as they have been marked accordingly by us.
2 Technical documents regarding offers which do not lead to an order must be returned to us without delay.
3 For claims resulting from infringement of trademarks, patents, patent applications, utility models and designs, we shall be liable to the purchaser only in the case of gross negligence or intent by us, one of our legal representatives or one of our vicarious agents or vicarious agents. The right to rescission remains unaffected.
XI. Place of performance, applicable legal jurisdiction
1 The place of performance shall be Hanau, unless otherwise agreed.
2 The national law of the Federal Republic of Germany shall apply to these general terms and conditions of business and all legal relations between us and the buyer, in particular the German Civil Code and the German Commercial Code. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3 Exclusive court of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, insofar as the buyer is registered trader, legal person of public law or public special fund, shall be Hanau. We shall be entitled, but not obliged, to call the court at the buyer’s place of business.
XII. Font, partial, other
1 Supplementary agreements, reservations, amendments or additions shall require written confirmation by us to be valid.
2 Should a provision in these general terms and conditions or a provision under other agreements be or become invalid with regard to this delivery contract, the validity of all other provisions or agreements shall remain unaffected. We are entitled to use our obligations of other reliable companies.