Standard terms and conditions
Section 1 Scope of application
(1) These standard terms and conditions apply without exception to all our supplies, services and quotes. These standard terms and conditions also apply to all future transactions, even if they are not expressly agreed again. These terms and conditions will be deemed to have been accepted upon acceptance of the goods or service at the latest. Any conflicting terms contained in a confirmation submitted by the buyer/customer referring to the buyer's/customer’s own general terms and conditions are hereby expressly excluded.
(2) These standard terms and conditions only apply if the buyer is a business within the meaning of Article 14 of the German Civil Code (BGB), a legal entity under public law or a public-law special fund.
(3) Any arrangements made between us and the buyer/customer to execute this contract must be made in writing.
Section 2 Quotes and contract conclusion
(1) Our quotes are subject to change and non-binding. This applies mutatis mutandis to information in brochures and promotional materials, etc. To be effective, confirmations of acceptance and all orders must be confirmed by us in writing or by telex.
(2) Drawings, illustrations, dimensions, weights and other performance data are only binding if these have been expressly agreed in writing.
(3) Our employees and vicarious agents are not authorized to enter into oral agreements or give oral assurances that go beyond the scope of a written agreement.
Section 3 Prices
(1) Unless stated otherwise, we shall be bound by the prices specified in our quotes for 3 months from the quote date. In all other respects, we shall only be bound by prices quoted in the order confirmation plus VAT at the applicable rate. Additional goods and services will be invoiced separately.
(2) Unless otherwise agreed, prices are quoted FCA Eberswalde inclusive standard packaging.
Section 4 Delivery and performance dates
(1) Delivery dates and times, whether binding or non-binding, must be agreed in writing.
(2) We shall not be held responsible for delivery or performance delays due to force majeure or circumstances that not only temporarily significantly impede our performance or make it impossible - including, but not limited to strikes, lockouts, government orders, etc. even if they affect our suppliers or sub-suppliers and the agreed dates and deadlines are binding. Under these circumstances, we will be entitled to postpone the delivery or service for the duration of the disruption plus a reasonable lead time or to withdraw from the agreement in whole or in part with respect to the unfulfilled part of the agreement.
(3) If the disruption lasts longer than three months, the buyer/customer will be entitled to withdraw from the agreement with respect to the unfulfilled part of the agreement after setting a reasonable grace period. If the delivery time is extended or we have been indemnified from our obligations, any claims for damages by the buyer/customer will be excluded. We may only refer to the aforementioned circumstances if we notify the buyer/customer promptly.
(4) Where we are responsible for non-compliance with binding deadlines and dates, or we are in default of delivery, the buyer/customer will be entitled to delay damages for every completed week of the delay equal to 0.5% but not exceeding 5% of the invoice value of the goods and services affected by the delay. Except in cases where the delay is attributable, at the very least, to gross negligence on our part, any further claims will be excluded.
(5) We shall only commence delivery or performance if the buyer/customer has duly fulfilled all his or her obligations under the contract in a timely manner.
(6) If the buyer/customer is in default of acceptance, we will be entitled to demand compensation for the resulting damage. In this case, the risk of accidental loss or damage shall pass to the buyer/customer.
Section 5 Transfer of risk
(1) The risk will pass to the buyer/customer as soon as the consignment has been handed over to the person or company executing the transport, or it has been dispatched from the warehouse of the seller. If the shipment is delayed at the request of the buyer/customer, the risk will pass to the buyer/customer upon notification of readiness for dispatch.
(2) At the request of the buyer/customer, we shall insure the delivery in his name and for his account.
Section 6 Warranty for defects
(1) The products shall be delivered free from manufacturing and material defects; the time limit for asserting claims for defects is one year from the delivery of the products.
(2) The buyer/customer shall notify our customer services of any defects promptly, at the latest within one week of receipt of the delivered item. Defects that cannot be detected by a thorough examination within this period shall be notified to us promptly in writing after discovery.
(3) In the event of notification by the buyer/customer that the products have a defect, we may demand at our discretion and at our expense that
a) the defective part or appliance be sent to us for repair and subsequent return;
b) the buyer/customer keeps the defective part or appliance at the ready, and we will send our service technician to carry out the repair. If the buyer/customer requires remedial work to be carried out at a location specified by him, we may satisfy this demand, and we will not charge the buyer/customer for any replaced parts.
(4) If we fail to remedy the defect within a reasonable period of time, the buyer/customer may demand at his discretion a reduction in price or withdraw from the agreement.
(5) Liability for normal wear and tear is excluded.
(6) Claims for defects against us can only be asserted by the direct buyer/customer and cannot be assigned.
Section 7 Retention of title
(1) We retain title to the supplied goods until all our current and future claims against the buyer/customer (including any outstanding balances arising from open account arrangements) have been settled in full.
(2) The buyer/customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, as long as he is not in default of payment. Any attachment of goods or transfer of ownership by way of collateral is not permitted. The buyer/customer hereby assigns in full any claims arising from resale or any other legal basis (insurance policies, tortious act) with respect to the goods subject to retention of title (including any current account receivables) by way of security to us. We authorize the buyer/customer revocably to collect the claims assigned to us in his name and for our account. This collection mandate can only be revoked if the buyer/customer fails to duly meet his payment obligations under the agreement.
(3) In case of attempts by third parties to seize the goods subject to retention of title, in particular garnishments, the buyer/customer shall refer to our title and notify us immediately so that we can assert our property rights. If the third party is not in the position to reimburse us for the judicial and extrajudicial costs, the buyer/customer shall be liable for the resulting loss.
(4) Where the buyer/customer is in breach of contract, in particular, by falling into arrears with payments, we will be entitled to rescind the contract and recover the reserved goods.
Section 8 Payment
(1) Unless otherwise agreed, our invoices are payable in full within 30 days of the invoice date. Irrespective of any conflicting provisions of the buyer, we are entitled to set off any incoming payments against the older debts first, if we provide the buyer/customer with information about the type of set-off performed. If costs and interest have already been incurred, we will be entitled to set off any incoming payments first against costs, followed by interest and finally, the principal outstanding amount.
(2) A payment shall be deemed to have been made when we have cleared funds at our disposal. With respect to check payments, payments will only be deemed to have been made when the check has cleared.
(3) If the buyer/customer falls into arrears, we will be entitled to charge interest in the amount of 3 percent above the respective basic interest rate from the relevant date as liquidated damages. This may be reduced if the buyer/customer can prove that the actual damage we suffered was lower; this is without prejudice to our right to prove that the actual damage we suffered was higher.
(4) Should we become aware of circumstances, which cast doubt on the creditworthiness of the buyer, in particular, when the buyer suspends payments or a check is not honored, or when we become aware of other issues that may affect the creditworthiness of the buyer, then we will be entitled to declare any outstanding amounts immediately due and payable, even if we have accepted checks. We are also entitled in this case to demand an advance payment or security.
(5) Even if complaints or counterclaims have been asserted, the buyer/customer is only entitled to offset, withhold or reduce payment if the counterclaims are legally established or undisputed. However, the buyer/customer is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.
Section 9 Liability
(1) Unless the loss or damage has been suffered as a result of intent or gross negligence, any claims for damages will be excluded, irrespective of the nature of the breach of contractual obligations, including tortious acts. This applies, in particular, to damage and/or breakage of customer’s own material provided to us for processing.
(2) In the case of a breach of material contractual obligations, we are liable for any negligence, but only up to the amount of foreseeable damage. Claims for lost profit, expenses saved, third party indemnity claims, as well as for any other indirect and consequential damage, cannot be asserted, unless we have guaranteed a particular characteristic of the product to safeguard the buyer/customer against such losses/damage.
(3) The limitations and exclusions of liability set out in paragraphs 1 and 2 do not apply to claims resulting from malicious conduct on our part, guarantee obligations, injury to life, body or health or claims under the Product Liability Act. Where we have been contracted to process materials according to templates or patterns of the buyer/customer, the buyer/customer is obliged to submit is as a CAD data set with closed contours. Otherwise, we will carry out the CAD implementation at the expense of the buyer/customer after corresponding prior consultation with the buyer/customer.
(4) Where our liability is excluded or limited, this applies mutatis mutandis to the personal liability of our employees, workers, vicarious agents and statutory representatives.
Section 10 Confidentiality
Unless expressly otherwise agreed, any order-related information submitted to us will not be considered confidential.
Section 11 Applicable law, place of jurisdiction, severability
(1) These standard terms and conditions and the entire contractual relationship between us and the buyer/customer is governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on the Sale of Goods (CISG).
(2) Where the buyer/customer is a business, a public legal entity or a public-law special fund, the place of performance and sole place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship is Eberswalde.
(3) If any provision of this terms and conditions is or becomes invalid, the validity and enforceability of the remaining provisions or arrangements will not be affected or impaired thereby.