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I. Allgemeines

​1. All deliveries and services are based on these conditions and any separate contractual agreements. Differing purchasing conditions of the customer do not become part of the contract even if the order is accepted. A contract is concluded - in the absence of a special agreement - with the written order confirmation from the supplier.

2. The supplier reserves the right to samples, cost estimates, drawings, etc. Information of a physical and intangible nature - including in electronic form - property rights and copyrights; they may not be made accessible to third parties. The supplier undertakes to only make information and documents designated as confidential by the purchaser accessible to third parties with the purchaser's consent.

II. Preis und Zahlung

1. Die Preise gelten mangels besonderer Vereinbarung ab Werk einschließlich Verladung im Werk, jedoch ausschließlich Entladung. Zu den Preisen kommt die Umsatzsteuer in der jeweiligen gesetzlichen Höhe hinzu.

2. Mangels besonderer Vereinbarung ist die Zahlung ohne jeden Abzug á Konto des Lieferers zu leisten binnen 30 Tagen ab Rechnungsdatum. 3. Das Recht, Zahlungen zurückzuhalten oder mit Gegenansprüchen aufzurechnen, steht dem Besteller nur insoweit zu, als seine Gegenansprüche unbestritten oder rechtskräftig festgestellt sind.

III. Delivery time, delivery delay

1. The delivery time results from the agreements between the contracting parties. Compliance by the supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the purchaser has fulfilled all of his obligations, such as providing the necessary official certificates or approvals or making a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if the supplier is responsible for the delay. 2. Compliance with the delivery deadline is subject to correct and timely self-delivery. The supplier will inform you of any delays that become apparent as soon as possible. 3. The delivery deadline is deemed to have been met if the delivery item has left the supplier's factory by the time it expires or if readiness for dispatch has been reported. As far as acceptance has to take place, the acceptance date is decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.

4. If shipping or acceptance of the delivery item is delayed for reasons for which the purchaser is responsible, the costs incurred as a result of the delay will be charged starting one month after notification of readiness for shipping or acceptance. 5. If non-compliance with the delivery time is due to force majeure, labor disputes or other events that are beyond the supplier's control, the delivery time will be extended appropriately. The supplier will inform the purchaser of the beginning and end of such circumstances as soon as possible. 6. The purchaser can withdraw from the contract without setting a deadline if the entire service becomes impossible for the supplier before the transfer of risk. The customer can also withdraw from the contract if the execution of part of the delivery becomes impossible and he has a legitimate interest in rejecting the partial delivery. If this is not the case, the purchaser must pay the contract price applicable to the partial delivery. The same applies if the supplier is unable to do so. Otherwise, Section VII applies. 2. If the impossibility or incapacity occurs during the delay in acceptance or if the purchaser is solely or largely responsible for these circumstances, he remains obliged to provide compensation. 7. If the supplier defaults and the purchaser incurs damage as a result, he is entitled to demand a flat rate compensation for the delay. It amounts to 0.5% for each full week of delay, but a maximum of 5% of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. If the purchaser sets a reasonable deadline for the delivery by registered mail/return receipt - taking into account the legal exceptions - after the due date and the deadline is not met, the purchaser is entitled to withdraw within the scope of the statutory provisions. Further claims arising from delayed delivery are determined exclusively in accordance with copy VII. 2 of these conditions.

IV. Gefahrübergang, Abnahme

​1. The risk passes to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance has to take place, this is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, or alternatively after notification from the supplier that the goods are ready for acceptance. The purchaser may not refuse acceptance if there is a non-essential defect.

2. If shipping or acceptance is delayed or does not occur due to circumstances that are not attributable to the supplier, the risk passes to the purchaser from the day on which the readiness for shipping or acceptance is reported. The supplier undertakes to take out the insurance required by the purchaser at the purchaser's expense. 3. Partial deliveries are permitted as long as this is reasonable for the purchaser.

V. Eigentumsvorbehalt

1. Until all claims (including all current account balance claims) to which the supplier is entitled against the customer for any legal reason now or in the future have been fulfilled, the supplier will be granted the following securities, which he will release upon request at his discretion, to the extent of their value sustainably exceeds the demands by more than 20%.

2. The goods remain the property of the supplier. Processing or transformation always takes place for the supplier as the manufacturer, but without any obligation for him. If the supplier's (co-)ownership expires through connection, it is already agreed that the purchaser's (co-)ownership of the uniform item is transferred to the supplier in proportion to the value (invoice value). The purchaser stores the supplier's (co-)ownership free of charge. Goods to which the supplier has (joint) ownership are hereinafter referred to as reserved goods.

 

3. The purchaser is entitled to process and sell the reserved goods in the normal course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns all claims arising from resale or any other legal reason (insurance, tort) relating to the reserved goods (including all balance claims from current accounts) to the supplier as security. The supplier revocably authorizes him to collect the claims assigned to the supplier for his account in his own name. This collection authorization can only be revoked if the purchaser does not properly meet his payment obligations.

4. If third parties access the reserved goods, in particular seizures, the purchaser will point out the property of the supplier and notify the supplier immediately so that the supplier can enforce his property rights. If the third party is unable to reimburse the supplier for any judicial or extrajudicial costs incurred in this context, the purchaser is liable for this.

5. If the purchaser behaves in breach of contract - in particular late payment - the supplier is entitled to take back the reserved goods or, if necessary, to demand assignment of the purchaser's claims for return against third parties. The taking back or seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract.

6. The application to open insolvency proceedings over the purchaser's assets entitles the supplier to withdraw from the contract and demand the immediate return of the delivery item.

VI. Mängelansprüche

The supplier guarantees the following for material and legal defects in the delivery, excluding further claims - subject to Section VII:

Material defects

1. All parts that turn out to be defective as a result of a circumstance that occurred before the transfer of risk must be repaired or replaced free of charge at the supplier's discretion. The determination of such defects must be reported to the supplier in writing within 5 working days. If the purchaser fails to provide this notification, the goods are deemed to have been approved. Replaced parts become the property of the Supplier.

2. In order to carry out all repairs and replacement deliveries that the supplier deems necessary, the purchaser must give the necessary time and opportunity after communicating with the supplier, whom he must give the opportunity to inspect the defective part; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases of endangering operational safety or to prevent disproportionate damage, whereby the supplier must be informed immediately, does the customer have the right to have the defect remedied himself or through a third party and to have the supplier reimburse the necessary expenses in the form of a goods credit to demand.

3. Of the direct costs arising from the repair or replacement delivery, the supplier - if the complaint turns out to be justified - bears the costs of the replacement item including shipping. He also bears the costs of removal and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, provided that this does not place a disproportionate burden on the supplier. Reimbursement of expenses in accordance with the above sentence will only take place in the form of a goods credit.

4. The purchaser has the right to withdraw from the contract within the framework of the legal regulations if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for him by registered mail/return receipt for the repair or replacement delivery due to a material defect to pass without success and he also has not remedied the defect within a further reasonable grace period set to him by registered mail/return receipt. If there is only an insignificant defect, the purchaser only has the right to reduce the contract price. The right to reduce the contract price is otherwise excluded. Further claims are determined in accordance with Section VII. 2 of these conditions.

5. No guarantee is given in particular in the following cases:

Unsuitable or improper use, incorrect assembly or commissioning by the purchaser or third parties, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable operating resources, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences - unless agreed to by the supplier are responsible.

6. If the purchaser or a third party makes repairs improperly, the supplier is not liable for the resulting consequences. The same applies to changes to the delivery item made without the prior consent of the supplier.

7. A reimbursement of expenses in accordance with Section VI. 2 and 3 are excluded for expenses that would not have been incurred if the purchaser had taken sufficient precautions for subsequent delivery. Otherwise, the reimbursement of expenses is limited to those expenses that are or were typically foreseeable.

Legal defects

8. If the use of the delivery item leads to a violation of domestic industrial property rights or copyrights, the supplier will, at his own expense, obtain the right to further use for the purchaser or modify the delivery item in a manner that is reasonable for the purchaser in such a way that the infringement of intellectual property rights no longer exists . If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the conditions mentioned, the supplier also has the right to withdraw from the contract. In addition, the supplier will release the purchaser from undisputed or legally established claims of the relevant property rights holders.

9. The information in Section VI. The supplier's obligations mentioned in Section 8 are final, subject to Section VII. 2, in the event of an infringement of property rights or copyrights. They only exist if

• the purchaser informs the supplier immediately of any asserted intellectual property rights or copyright infringements, • the purchaser supports the supplier to an appropriate extent in defending the asserted claims or allows the supplier to carry out the modification measures in accordance with Section VI. 8 allows, • the supplier reserves the right to take all defensive measures, including out-of-court settlements, • the legal defect is not based on an instruction from the purchaser and • the violation of the law was not caused by the purchaser changing the delivery item on his own authority or using it in a manner that was not in accordance with the contract.I . General

VII. Haftung

​1. If the delivery item cannot be used by the purchaser in accordance with the contract due to the fault of the supplier as a result of omission or incorrect execution of suggestions and advice given before or after the conclusion of the contract or due to the violation of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - then exclusion applies Further claims of the purchaser are subject to the provisions of Sections VI and VII. 2 accordingly.

2. The supplier is only liable - for whatever legal reasons - for damage that did not occur on the delivery item itself

a. in case of intent, b. in the event of gross negligence on the part of the owner/organizational bodies or senior employees, c. in the event of culpable injury to life, body or health, d. in the case of defects that he fraudulently concealed or whose absence he guaranteed, e. in the event of defects in the delivery item, insofar as liability for personal injury or property damage to privately used items is established under the Product Liability Act. In the event of a culpable violation of essential contractual obligations, the supplier is also liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to the damage typical for the contract and reasonably foreseeable. Further claims are excluded.

VIII. Verjährung

All claims of the customer – for whatever legal reasons – expire after 12 months. The statutory deadlines apply to claims for damages in accordance with Section VII. 2 a – e. They also apply to defects in a building or to delivery items that were used for a building in accordance with their normal use and caused its defectiveness.

IX. Softwarenutzung

Soweit im Lieferumfang Software enthalten ist, wird dem Besteller ein nicht ausschließliches Recht eingeräumt, die gelieferte Software einschließlich ihrer Dokumentationen zu nutzen. Sie wird zur Verwendung auf dem dafür bestimmten Liefergegenstand überlassen. Eine Nutzung der Software auf mehr als einem System ist untersagt. Der Besteller darf die Software nur im gesetzlich zulässigen Umfang (§§ 69 a ff. UrhG) vervielfältigen, überarbeiten, übersetzen oder von dem Objektcode in den Quellcode umwandeln. Der Besteller verpflichtet sich, Herstellerangaben – insbesondere Copyright-Vermerke – nicht zu entfernen oder ohne vorherige ausdrückliche Zustimmung des Lieferers zu verändern. Alle sonstigen Rechte an der Software und den Dokumentationen einschließlich der Kopien bleiben beim Lieferer bzw. beim Softwarelieferanten. Die Vergabe von Unterlizenzen ist nicht zulässig.

X. Anwendbares Recht, Gerichtsstand

​1. For all legal relationships between the supplier and the purchaser, the law of the Federal Republic of Germany applicable to the legal relationships between domestic parties applies exclusively, excluding international conflict of laws.

2. The place of jurisdiction is the court responsible for the supplier's registered office. However, the supplier is entitled to file a lawsuit at the purchaser's headquarters.

Stand April 2017

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