General sales, delivery and payment conditions
1.1 For all deliveries and services of our house to companies in accordance with §14 BGB (German Civil Code) the following individual contract agreements apply only in accordance with the following general sales, delivery and payment conditions, subsequently referred to as Terms and Conditions. Deviating business conditions of the contractual partner that have not been expressly acknowledged by us in writing are not considered valid.
1.2 Our Terms and Conditions apply within the framework of regular business relations, and also for future sales.
1.3 Insofar as our Terms and Conditions do not contain deviating regulations, the regulations of the Handelsgesetzbuch/HGB (German Commercial Code) regarding trade sails and, subordinately, the regulations of the BGB (German Civil Code) apply to the sale.
2 Format and contents of sales agreements
The order of our contractual partner is a binding offer that we will accept within three weeks either by sending an order confirmation or the ordered products. Additions, changes or oral agreements are only effective when confirmed in writing.
3 Prices and payment conditions
3.1 The valid list price from the day the contract is concluded applies. If the service to be provided is still due more than 4 months after conclusion of the contract, the list prices valid at the time of delivery deadline apply, as long as these are such that are generally used by us and can be achieved on the market. Prices apply with the relevant valid VAT, as of the warehouse in Remscheid, excluding packaging, freight and insurance. The minimum order value for domestic deliveries or deliveries to EU member countries is 200.00 euros net, for all other deliveries to other countries, 1,000.00 euros net. If the amount ordered falls under this value, a processing fee to the tune of 15.00 euros, plus VAT will be applied to domestic orders and those to EU member countries and for all other countries a processing fee of 50.00 euros will be invoiced to cover the additional expenses.
3.2 The contractual partner is only authorised to exert a right of retention or offset, if their counter claim is based on the same contractual relationship. The offsetting of the contractual partner with counter claims from another contractual relationship is also possible, but only with legally determined, uncontested counter claims or such recognised by us.
3.3 If our contractual partner experiences a considerable worsening of their financial situation after the conclusion of the contract, § 321 BGB applies to safeguard our claims, with the stipulation that in particular even the existing delay in the fulfilment of a not entirely insignificant payment obligation to us is considered to be a recognisable risk to our claims.
4 Delivery times, scope of delivery, place of delivery
4.1 The maintenance of delivery times is subject to the correct and timely delivery of materials to us. In the event of potential delays, we will inform our contractual partner immediately.
4.2 If we do not deliver on time or within deadline, the right to withdrawal of our contractual partners is determined solely by § 323 BGB. A withdrawal without setting a grace period in accordance with § 376 HGB is, however, excluded. A deadline to provide service or supplementary performance in accordance with such must, in order to be effective, be made in writing.
4.3 If no delivery date or deadline is agreed, we will deliver within the framework of our existing production and delivery capacities, however, at the latest within 4 months of the creation of the contract. After this, section 4.2 applies.
4.4 If there are uncertainties or uncertainties arise with regard to the scope or content of an order, an agreed delivery period will start only when full clarification has been achieved. The same applies to contractual changes that are instigated by the purchaser.
4.5 Even though we use EAN codes to code our products (country of origin, supplier, article number, quantity unit) and make such available to our contractual partners, these are not a part of the agreed scope of delivery. We are not liable for any incorrect coding.
4.6 In the event of special productions, production-related over and short deliveries of up to 10% are permitted. The overall price will thus be modified accordingly. Further or other legal consequences will not be incurred. In the event of catalogue ranges, we reserve the right to make corrections to the ordered quantities on the basis of packaging. Only the packaging units details in our catalogues are used for delivery. Partial deliveries are permitted in a scope that is sensible for our contractual partners. These will be invoiced separately.
4.7 Place of fulfilment is our headquarters in Remscheid. We supply "ex factory" on invoice and at the risk of the purchaser. With the transfer of goods to the delivery/freight company or person responsible for delivery, the risk of accidental ruin and coincidental deterioration is transferred to the contractual partner, this also applies even if we execute the delivery, set-up and/or installation. When it comes to delays to dispatch that are the responsibility of our contractual partner, the risk is transferred to the partner at the notification of actual dispatch readiness. Any legally determined acceptance is to be carried out at the place of fulfilment in Remscheid.
4.8 We select the method of transport and route. We are not liable for damages and losses during transportation. We conclude transportation insurance on behalf of and on the invoice of the contractual partner to cover the transportation and any damages employing a calculation of 0.1% of the value of the products, for overseas transports 0.5%, plus applicable VAT. Transportation damages are to immediately be communicated in writing by the contractual partner, to the freight company or the person/company charged with the delivery.
4.9 Transportation and all other packaging in accordance with packaging directives will not be collected; with the exception of pallets. The purchaser is obliged to ensure the disposal of packaging at their own cost.
5 Liability for faults and other neglect of duty, limitation period
5.1 If we have delivered according to drawings, specifications, samples etc. of the purchaser, the purchaser accepts the responsibility for the suitability of such for the intended purpose.
5.2 We are not liable for faults caused by unsuitable or incorrect use, faulty assembly or start up by the partners, or third-parties, normal wear and tear, faulty or negligent treatment, nor for the consequences of unprofessional modifications or repair work carried out by the purchaser or a third party whether with or without our permission.
5.3 Prerequisite for our liability for faults, incorrect deliveries or quantity errors (=deviation from the contract) is always the timely fulfilment of the above examination and claiming obligations of the purchaser , in accordance with §§ 377 HGB. Claims must be made in writing to be effective. If the acceptance of the goods or an original sample inspection are agreed upon, subsequent claims cannot be made since the purchaser ought to have determined the contractual deviation during a careful acceptance or original sample inspection.
5.4 We are to be given the opportunity to determine the claim submit timely and in writing and in the event of quantity deliveries, to sort out the faulty products. Claimed products are to be returned to us immediately only when requested. If the contractual partner does not fulfil these obligations, they loose their right to make claims. If the claim is unfounded, the costs of a completed return of the products is carried by the contractual partner.
5.5 In the event of timely, submitted in writing, and justified claims, we have the choice of meeting the claim by eliminating the fault or sending a replacement delivery of fault-free products, as long as the contract is fulfilled appropriately. In the event of failed or unacceptable supplementary performance in accordance with § 440 sentences 1 and 2 BGB, our contractual partner is authorised, in application of the legal regulations, to require a reduction in the purchase price (mitigation) or to withdraw from the contract.
5.6 Claims of the purchaser for damage compensation are excluded regardless of their legal basis. Damage compensation claims for the injuries to life, body or health are excepted if we have neglected our obligations. We are also liable for other damage that is caused due to deliberate or gross negligence of our obligations by us, thus by our legal representatives or aides. Further, we are liable in the event of simple negligence for such damages that occur from the violation of a key contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible and which a contractual partner regularly can regularly trust and rely on). In this instance, our liability is limited to the replacement of the foreseeable, typically occurring damages.
5.7 Insofar as we are not liable for deliberate or grossly negligent behaviour and it does not consist of damages to life, body or health, the claims directed against us lapse within a year. Further, the legal regulations with regard to the start, suspension, suspension of statute of limitations, restart and legal consequences of the limitation period.
5.8 Claims from the obligatory regulations of the German Product Liability law remain unaffected. In accordance with § 444 BGB, our liability is not limited in accordance with legal regulations if we have deliberately concealed a fault or given a guarantee for the nature of the purchased item.
5.9 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, staff, colleagues, legal representatives and aides.
6 Title retention
6.1 We reserve the rights to the ownership of the delivered goods until such time as all receivables from the business relationship with our contractual partner have been fulfilled. We are authorised to insure the delivered goods against theft, breakage, fire water and other damages at the cost of our contractual partner, insofar as our contractual partner has not proved that they themselves have concluded such an insurance.
6.2 In the event of enforcement measures of third parties regarding the goods subject to retention of title or the receivables rendered to us, the contractual partner is to immediately inform us along with the transference of the documents necessary for intervention. This applies also to impairments of other kinds.
6.3 In accordance with the terms above, we will release the securities assured to us on request of our contractual partner insofar as the realisable value of the receivables to be secured exceeds more than 10%; the selection of the securities to be freed is our choice.
7 Disposal (§ 10 paragraph 2 ElektroG - Electrical law)
Old machinery or replacement parts and packaging are made up of valuable materials which can be recycled. The owner is obliged to dispose of such in accordance with legal regulations at their costs in a proper and environmentally friendly way.
Our contractual partner is to make information and documentation, designated as confidential , available to third-parties only with our authorisation.
9 Place of fulfilment, place of jurisdiction
9.1 Place of fulfilment is Remscheid.
9.2 The court of jurisdiction is Munich for all legal disputes, also within the framework of a drafts and cheques action. We are also authorised to use a court at the headquarters of our contractual partner.
9.3 Previous section 9.2 does not apply to contractual partners who are not considered contractual partners in the sense of the HGB and do not have a general jurisdiction in the sense of a civil process in the Federal Republic of Germany.
10 Applicable law
Only the law of the Federal Republic of Germany applies to the contractual relationship, with the exception of international private law. Application of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 ("Viennese purchase right"; CISG) is excluded.