§ 1 General – Scope of application
- All our deliveries, services and offers are made exclusively in accordance with these General Terms of Service (Allgemeine Geschäftsbedingungen). They will implicitly apply to the company’s all future contracts.
- In special cases, individual agreements with the customer, including collateral agreements, amendments and additions shall take precedence over these general terms and conditions.
- Legal declarations and announcements to the customer with respect to the contract (eg deadline, notification of defect, withdrawal or reduction) shall be given in writing (eg letter, e-mail).
§2 Conclusion of contract, delivery periods, delay in delivery
- Our offers are free-of-charge and non-binding, unless they are expressly marked as binding or contain a certain acceptance period. Changes in technical and design parameters (form, color and weight) are reserved within reasonable limitations.
- If binding delivery periods cannot be met for reasons beyond our control, we shall notify the customer without delay and provide the expected new delivery date. If the delivery is not possible at a later date or the customer does not agree with the new delivery date, we are entitled to withdraw from the contract.
§3 Reservation of title
- We reserve the right to ownership of the goods until full payment has been made.
- We are entitled to withdraw from the contract if the customer violates the contract and demand the return of the goods delivered.
- If the customer is an entrepreneur, in accordance to clause 1, extends the retention of title to the goods until the full settlement of all claims from the current business relationship (extended retention of title).
§4 Purchase price and payment, delay of payment
- Our prices are always net price plus the statutory value-added tax, in offers and invoices, as well as transportation and other costs.
- The purchase price is due after invoice and delivery and payable within 30 days, if not prepaid or otherwise agreed.
- Offsetting is excluded unless counterclaims are legally established or undisputed. In the case of deficiencies in the shippment, the customer’s opposing rights remain unaffected.
§5 Transfer of risk
- The risk of the accidental loss and accidental deterioration of the goods sold will not be transferred until the goods have been handed over to the customer. The same shall apply if the customer delays acceptance.
- If the customer is an entrepreneur, this risk shall pass to the customer with the delivery of the goods to the freight forwarder, the freight carrier or the other executing agent.
§6 Warranty to consumers (EU only)
- The statutory provisions apply to the customer’s rights in the event of material and legal deficiencies, unless otherwise stipulated below.
- As long as there is a material defect or deficiency in title, we are obligated to supplementary performance to remediate the issue, however we are entitled to refuse the supplementary performance if circumstances grant it. The supplementary performance shall be carried out by means of rework or delivery of new goods. The deficient goods shall be handed over to us for inspection. In the case of a replacement delivery the customer must return the defective goods.
- We shall bear the expenses necessary for the purpose of the examination and supplementary performance if a defect exists. Otherwise, we may charge the costs arising from the unauthorized removal of the defect.
- § 9 applies to claims of the customer for damages or replacement of futile expenses. Moreover, they are excluded.
§7 Warranty against companies
- The statutory provisions apply to the customer’s rights in the case of newly manufactured goods in the case of material and legal deficiencies, unless otherwise specified in the following. The statutory special provisions remain with the final delivery of the goods to the consumer.§ 377, 381 German Commercial Code (HGB) must be met for claims of defects. If there is a defect, we shall be informed immediately in writing. If the customer fails to inspect and / or notify defects, our liability is excluded in accordance with the legal provisions.If the goods delivered are defective, we can choose whether we can make supplementary performance by repair or replacement delivery. Our right to refuse subsequent performance under the legal requirements shall remain unaffected.We are entitled to make supplementary performance dependent on the customer paying the purchase price.The customer has to give us the necessary time for the supplementary performance and to hand over the rejected goods for examination. In the case of a replacement delivery, the customer must return the defective item.The costs for the purpose of the inspection and supplementary performance, apart from removal and installation costs, shall be borne by us if a defect exists. Otherwise, we may require the customer to replace the costs resulting from the unauthorized removal of the defect.Claims of the customer for damages or replacement of futile expenses also exist in case of defects only in accordance with § 8 and are excluded in the rest.
- Warranty is excluded for used goods, except for fraudulently concealed defects.
§8 Other Liability, Limitations of Liability
- Unless otherwise specified in these General Terms and Conditions, we shall be liable in the case of a breach of contractual and non-contractual obligations in accordance with statutory provisions.
- We shall be liable for damages directly on the basis of which legal grounds in the case of intent and gross negligence. In the case of simple negligence, we shall only be liable, subject to a milder liability scale, in accordance with legal requirements
– for harm to life, body or health.
– for damages resulting from the significant violation of a material contractual obligation; in this case, our liability is limited to the replacement of the adequately causal damage, but not beyond the amount of the purchase price.
- The liability limitations resulting from clause 2 shall also apply in the case of breaches of duty by or for the benefit of persons whose fault we are responsible for. They shall not apply if we have maliciously concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer according to the Product Liability Act (ProdHaftG).
- Due to a breach of duty, which is not a defect, the customer can only rescind or terminate if we are responsible for the breach of duty. A free right of termination, Eg pursuant to §§ 651, 649 BGB, shall be excluded.
§9 Limitation of time
- If the customer is a consumer, the statute of limitations of two years from delivery, for used goods deviating from § 438 paragraph 1 number 3 BGB applies one year from delivery.
- If the customer is an entrepreneur, the general limitation period for claims arising out of material and legal deficiencies amounts to one year from delivery, in deviation from § 438 para. 1 no. 3 BGB. Section 7, para. 1 remains unaffected.
- The above limitation periods of the purchase law also apply to a contractual and non-contractual claims for damages of the customer which are based on a defect of the goods, unless the application of the regular lawful statute of limitation (§§ 195, 199 BGB) would lead to a shorter statutory limitation in individual cases.
§10 Exclusion of warranty claims
Warranty claims depend exclusively on our separate warranty provisions. Furthermore, we do not offer warranty or warranty services for the purchased item.
§11 Final provisions
- This is a translation of the German-speaking “Allgemeine Geschäftsbedingungen”. In case of doubt, always read the original German-language version.
- The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- If the customer is a merchant, a legal person of public law or a public special fund, exclusive jurisdiction for all disputes arising from this contract is our place of business. The same applies if the customer in an entrepreneur under § 14 of the German Civil Code (BGB).
- Should individual provisions of the contract including these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The completely or partially invalid contractual provision is to be replaced by a provision whose economic success is as close as possible to that of the ineffective. Instead of ineffective Terms of Service clauses the corresponding legal regulation occurs.
Issued: September 1st, 2017 – v 1.00