Terms and Conditions
Terms of delivery and payment
Note: This translation is for information purposes only and is not a legally binding document. The original provisions are set out in the original German version.
1. Our following terms and conditions of delivery and payment apply exclusively in dealings with merchants, legal entities and business persons under public law or special funds under public law. Our deliveries and services are exclusively based on these terms and conditions. Deviations as well as business and purchasing conditions are only effective if we acknowledge them in writing.
2. All offers are subject to change without notice. Orders are deemed to be accepted if they are either confirmed in writing by the seller or executed immediately after receipt of the order or on schedule. Then the invoice shall be considered as order confirmation. Payment shall be made immediately net cash after receipt of the invoice, unless expressly agreed otherwise. otherwise agreed in writing. In case of default of payment, the seller can charge interest at a rate of 5% above the respective discount rate of the Deutsche Bundesbank. He shall be entitled to prove in individual cases that he is entitled to a higher damage has been caused. The buyer is entitled to prove that a lower damage or no damage at all has arisen. Cheques or bills of exchange are only accepted on account of payment. Discounting and collection costs shall be borne by Buyer. The offsetting of other claims against the claims of the seller is excluded, unless because, the claim to be set off is undisputed or legally binding.
3. Delivery periods are only considered to be agreed as approximate, unless the seller has expressly given a written promise as binding. In the event of a binding promise of delivery periods, the seller must be granted a reasonable extension in writing in the event of delay. After the fruitless expiry of the period of grace, the buyer may withdraw from the contract for those quantities which were not reported as ready for dispatch by the expiry of the period of grace. Only if partial services already rendered are of no interest to the buyer, he is entitled to withdraw from the entire contract. As far as the seller does not act with intent or gross negligence with regard to the omitted or delayed delivery, claims for damages are limited to the damage that was foreseeable at the time of the conclusion of the contract, but under no circumstances can Claims for damages in excess of 20% of the value of the delayed or omitted delivery can be made. Events of force majeure entitle the seller, even if they occur at his supplier or sub-supplier, to postpone the delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled. Strike, lockout, mobilisation, war, blockade, export and import bans, traffic blocks and other circumstances which cannot be influenced by the seller and which make the delivery unreasonable for the seller shall be deemed equivalent to force majeure. or make it impossible. The buyer can demand a declaration as to whether the seller is withdrawing from the contract or within a reasonable period of time. If the seller does not make a declaration, the buyer can withdraw from the contract.
4. For defects of the goods, the seller provides warranty according to the following conditions: The goods must be inspected immediately upon receipt. Notices of defects and other complaints, also with regard to warranted characteristics, must be received by the seller within 24 hours of receipt of the goods at the latest, but in any case before processing and passing them on to third parties. Complained goods must be stored and handled properly. Goods can only be returned with the agreement of the seller. In the case of official sampling, a counter-sample must be requested without fail and sent to the seller immediately in the officially sealed form handed over by the official for counter-examination. If goods are delivered directly to the buyer's customers, the buyer is responsible for compliance with the above-mentioned regulations. In the case of justified complaints, the seller will issue a credit note at his discretion or replacement by delivery of defect-free goods. If the sold goods are missing at the time of the transfer of risk guaranteed quality, the buyer has the right to withdraw from the contract. Compensation for damages due to non-fulfilment can only be insofar as the assurance pursued the purpose of securing him against this.
5. The liability of the seller is exclusively based on the agreements made in the preceding sections. Claims for damages by the buyer arising from culpa in contrahendo, breach of ancillary contractual obligations and tort are excluded, unless they are based on gross negligence by the seller or one of his vicarious agents. These claims expire six months after receipt of the goods by the buyer.
6. All goods delivered by the seller remain the property of the seller - even in the case of resale - until all claims of the seller arising from the business relationship have been paid in full. The buyer is entitled to resell the goods in the ordinary course of business provided that the claims from the resale are transferred to the seller as follows The Buyer hereby assigns to the Seller all claims with all ancillary rights which accrue to him from the resale against the buyer or third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The buyer is authorised to collect these claims even after the assignment. The Seller's authority to collect the claims itself remains unaffected by this, but the Seller undertakes not to collect the claims as long as the Buyer duly meets his payment obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. If the goods are resold together with other goods which do not belong to the seller, the buyer's claim against the buyer shall be deemed assigned in the amount of the delivery price agreed between the seller and the buyer. If the reserved goods delivered by the seller further processed, the further processing shall be carried out on his behalf without any obligation on his part. If his property is combined with other mixed with other goods, he acquires co-ownership in the ratio of the invoice value of the goods delivered by him to the value the foreign goods mixed with his property. The buyer is entitled to pledge the goods or to assign them by way of security not authorized. Any seizure of the seller's property by third parties must be reported to the seller immediately. The seller undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 10%.
7. The law applicable in the Federal Republic of Germany shall apply to the entire business relationship, even if the deliveries are made directly by a foreign delivery company associated with the seller.
8. Place of performance and jurisdiction for all disputes arising is Euskirchen.