General terms and conditions
1.1 Our offers are subject to confirmation. If binding offers have been made, they shall be valid for four weeks. After expiry of this period, the Seller shall be entitled – unless expressly agreed otherwise – to revoke the offer.
1.2 Amendments or supplements to the contract, as well as ancillary agreements, must be made in writing. Verbal declarations are only effective after written confirmation. Anything to the contrary shall only apply to declarations by the managing director, the binding nature of which has been expressly agreed.
1.3 The Buyer’s general terms and conditions shall only become part of the contract with our express written confirmation.
2. Performance data and documents
2.1 Details of dimensions, weights and other performance data are not binding and are not warranted characteristics within the meaning of the law. Deviations which do not impair the intended use of the subject matter of the contract shall generally be acceptable. Deviations of up to 10% shall be deemed reasonable unless otherwise expressly agreed in writing.
2.2 Plans and technical documents shall be kept secret and shall remain our property. We reserve all industrial property rights, in particular copyrights.
3. Prices and payment
3.1 Our prices are exclusive of value added tax ex works or ex warehouse and without deduction. Costs for special packaging, transport or insurance are not included, but will be charged separately if necessary. We reserve the right to increase prices.
3.2 The statutory value added tax shall be invoiced at the rate applicable on the date of delivery. Changes in the VAT rate between conclusion of the contract and delivery shall entitle the parties to corresponding price increases or reductions. This shall also apply if the change occurs within four months after conclusion of the contract.
3.3 The Seller shall be entitled to pass on to the Buyer any cost increases in the area of materials, wages or transport. In the event that the price is increased accordingly, the Buyer shall be entitled to withdraw from the contract. This shall not apply if the cost increase amounts to less than 5% of the agreed price.
3.4 The payment modalities with the beginning of a new business relationship for the first two deliveries shall be cash, cash in advance or cash on delivery. The binding statement of the Buyer on the choice of the method of payment must be available at the time of receipt of the order.
Prior to the execution of an order, the Seller must be provided with the necessary data of the Buyer such as the number of the commercial register entry, the tax number of the assessing tax office and, if applicable, the VAT identification number in case of intra-Community transactions.
3.5 Payments shall be made free of postage and expenses. If payments are not made in due time, the Seller shall be entitled to charge default interest in the amount of 9% (§288 BGB) above the respective base interest rate of the European Central Bank (ECB) without further proof. The Seller shall also be entitled to payment of a lump sum in the amount of 40€ in the event of default by the Buyer, if the Buyer is not a consumer.
This also applies if the claim for payment is a payment on account or other installment payment. The lump sum shall be credited against any damages owed, insofar as the damages are based on the costs of legal action. Notwithstanding the foregoing, the parties shall be free to prove a correspondingly higher or lower damage.
3.6 The Buyer shall only be entitled to set-off insofar as the counterclaim has been acknowledged or has been legally established. The Seller shall be entitled to avert a right of retention asserted by the Buyer by providing security (§ 273 A bs. 3 BGB).
4. Delivery time and performance disruptions
4.1 Insofar as delivery times have been agreed, these shall commence at the earliest on the day of conclusion of the contract. Delivery shall be deemed to have taken place on the day on which the object of purchase leaves the Seller’s works or warehouse, or, if this has been agreed, on notification of readiness for dispatch. The agreed delivery time shall be subject to the express reservation that the Seller himself is supplied with the goods.
4.2 If the Seller or its supplier is affected by force majeure through no fault of its own, the delivery period shall be extended by this period, but by a maximum of three weeks. If the delivery is not made within this period, both contracting parties shall be entitled to withdraw from the contract. In this case, neither party shall be entitled to claim damages. The same applies in the event of operational disruptions, provided that these are not culpably caused by the seller. The following shall be regarded as operational disruptions: Strike, lockout, destruction of parts of the plant, disruption of the plant supply or official orders.
4.3 The Buyer shall be entitled to request the Seller to declare whether the delivery will be made within a period of grace set by him. If this is not the case, or if the Seller does not make a declaration, the Buyer shall be entitled to withdraw from the contract immediately, excluding any claims for damages. In all other cases of delayed delivery or impossibility for which the seller is responsible, the buyer may claim damages in addition to the right of withdrawal. However, this shall be limited to a maximum of 15 % of the contract price.
4.4 If the Buyer withdraws from a placed order without justification, the Seller shall be entitled, without prejudice to the possibility of claiming greater actual damages, to claim up to 15% of the order value for the costs incurred in processing the order. The Buyer shall retain the right to claim a lesser damage or to prove that the Seller has not incurred any damage.
5. Transfer of risk and default of acceptance
5.1 The risk shall pass to the Buyer upon delivery ex works or ex warehouse. This shall also apply in the event that the Seller undertakes the shipment.
5.2 If it has been agreed that only the readiness for dispatch shall be notified, the risk shall pass to the Buyer upon receipt of this notification.
6. Retention of title
6.1 The goods shall remain the property of the Seller until all liabilities of the Buyer to the Seller, including those arising from other legal relationships, have been settled (current account reservation). During this period, the Buyer – if requested to do so by the Seller – shall be obliged to insure the delivered goods against any risk at its own expense.
6.2 The Buyer shall be entitled to resell the goods in the ordinary course of business. In this case, he shall assign all claims from the resale, up to the amount of the current account reservation, to the Seller in advance, who hereby accepts this assignment.
6.3 If the Buyer processes the object of the delivery (§ 950 BGB), this shall be deemed to have been done for the Seller, with the consequence that the Seller shall become the owner of the newly produced object.
6.4 If the delivery is combined or mixed with other items, the Seller shall acquire co-ownership of the new item in the amount of the share resulting from the ratio of the value of the processed reserved goods to the value of the other processed goods.
6.5 The Buyer shall not be entitled to pledge the delivered item or to assign it as security. This shall also apply after any combination, mixing or processing. If the purchaser violates this obligation, this shall constitute his obligation to pay compensation.
If the goods are pledged, the seller must be informed immediately. Goods delivered by the seller will be taken back only in perfect condition after his consent with freight prepaid return. Goods taken back will be credited less 10% for proportional costs. A return of custom-made products or goods specially procured at the request of the customer is excluded.
7.1 The warranty period is twelve months from delivery. The purchaser is obliged to inspect the delivered goods for defects immediately upon receipt and to give notice of any defects discovered without delay. If defects become apparent at a later date, the Buyer shall give notice of such defects without undue delay after they become apparent. Otherwise, the warranty claims shall expire.
7.2 The Seller shall be entitled, at its discretion, either to remedy the defect (rectification), to replace defective parts or to refund the reduced value. There shall be no claim to delivery of a new item free of defects. In case of replacement of parts, the defective parts become property of the seller. The Buyer shall not incur any costs from this, unless the item has been taken to another location by the Buyer.
7.3 If the Seller’s attempts to remedy the defect fail several times or if the Seller fails to meet its obligations even after expiry of a reasonable period set by the Buyer, the Buyer shall be entitled to remedy the defect itself or have it remedied at the Seller’s expense, to demand a reduction in price or to withdraw from the contract.
7.4 Further claims for damages of any kind, in particular for consequential damages, breach of pre-contractual, contractual or statutory obligations, as well as from legal obligations, are entitled to the buyer only if the seller gross negligence or intent.
7.5 Seller shall not be liable for the following defects or damages:
Defects/damage due to incorrect storage of the goods at the Buyer’s premises, unless the Seller has failed to point out a necessary special storage.
Defects/damage, the occurrence of which is due to an order of the buyer.
Defects/damage attributable to defects in materials supplied by the Buyer.
Defects/damage due to faulty workmanship.
Natural wear and tear.
8. Place of performance and jurisdiction
8.1 The place of performance for delivery and payment shall be Schleswig.
8.2 Insofar as the parties to this contract are merchants within the meaning of the German Commercial Code (Handelsgesetzbuch), the place of jurisdiction for all actions shall be Schleswig, unless the Seller brings an action at the place of the Buyer’s branch office.
8.3 The law of the Federal Republic of Germany shall apply.