General Conditions of Sale and Delivery
Our terms and conditions apply only to entrepreneurs for all current and future deliveries of new movable goods (merchandise). We do not accept any terms and conditions of the customer that deviate from our terms and conditions of sale and delivery, unless we have expressly agreed to their validity in writing. Our terms and conditions of business also apply if we carry out the delivery without reservation with knowledge of conflicting or deviating conditions.
Unless otherwise stated in the order confirmation, our prices are exclusive of legal VAT ""ex works"" excluding packaging, which will be billed separately. Loaned items are billed to the business partner to the value of the replacement price and are payable immediately without discount if they are not returned to the supplying plant carriage paid within three months in perfect condition.
Unless otherwise stated in the order confirmation, the purchase price shall be paid within 14 days of the billing date with 2% discount or within 30 days without deduction, after which the customer shall be in default. The legal regulations regarding the consequences of default in payment shall apply. Cash discounts are only possible if there are no outstanding payments. Payments to our representative shall only be considered as timely performance upon presentation of a written power of attorney for collection by the representative. Deterioration of the financial situation or the solvency of the customer entitle us to demand payment before expiry of the agreed payment term and/or to withhold outstanding deliveries and/or to withdraw from the contract.
Delivery shall always be ""ex works"" at the Buyer's expense. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery to the forwarding agent. Transport insurance will only be taken out for the delivery at the express request of the customer and at its expense.
The fulfilment of our delivery obligation presupposes the timely and proper fulfilment of the customer's obligations. In the event of force majeure, including disruptions in the supply of raw materials, strikes and/or lockouts, our delivery period shall be extended accordingly without any claims by the customer for damages due to delayed delivery. In the case of ""bulk goods"", an excess or short delivery of 10% is permitted. Samples are considered to be goods of average type and quality. We reserve the right to make reasonable technical changes as well as changes in form, color or weight. We shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable typical damage. This also applies to our liability as a result of a culpable breach of an essential contractual obligation for which we are responsible.
Claims of the purchaser for defects presuppose that it has properly fulfilled his obligations to examine and give notice of defects in accordance with § 377 HGB (German Commercial Code). If there is a defect in the goods, we shall, at our discretion, provide subsequent performance in the form of a remedy of the defect or delivery of defect-free goods. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence. Provided that we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable typically-occurring damage. The above provision, including the limitation of damage, also applies if we culpably breach an essential contractual obligation. Liability for culpable injury to life, body or health remains unaffected. This also applies to the mandatory liability according to the Product Liability Act. The limitation period for claims for defects is 3 months, calculated from the transfer of risk. Insofar as liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
We reserve the right of ownership of the goods until all our claims from the deliveries to the customer have been fulfilled. In the event of interventions by third parties, for example seizures, the customer must inform us immediately. The customer must provide us with the necessary information regarding the third party. The customer is entitled to resell the goods in the ordinary course of business. However, he hereby assigns to us all claims to the amount of the final billing amount (including value added tax) of our claims against his customer arising from the resale, irrespective of whether our goods have been resold without or after processing. The customer remains authorized to redeem this claim even after the cessation of the sale. Our authority to redeem the claim ourselves remains unaffected by this. However, we undertake not to redeem the claim as long as the customer meets his payment obligations punctually. The processing, transformation or mixing of the goods by the customer is always carried out for us. If our goods are processed or mixed with other items not belonging to us, we shall acquire co-ownership of the new item(s) in the ratio of the new value (billing amount including VAT) of our goods to the other items at the time of processing etc., whichever is higher. The same applies to the goods created by processing etc. as to the goods delivered under reservation of title. We are obliged to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds our claims to be secured by more than 10%.
The law of the Federal Republic of Germany shall apply. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded. If the customer is a merchant, our place of business is the place of jurisdiction. Place of performance is our place of business.