Terms and Conditions
§ 1 General Provisions, Scope of Application
1.Our Terms and Conditions of Sale, Delivery, and Payment apply to all our orders, deliveries, and other services. Our Terms and Conditions of Sale, Delivery, and Payment also apply to all future contracts with the customer/buyer, as well as to future deliveries and other services to be provided to the customer/buyer. Our Terms and Conditions of Sale, Delivery, and Payment apply accordingly to work performed and services rendered. In the case of work performed, acceptance of the work replaces acceptance of the delivered goods; in the case of services rendered, acceptance of the service replaces acceptance of the delivered goods.
2.Our Terms and Conditions of Sale, Delivery, and Payment apply exclusively and only to businesses as defined in Section 310(1) of the German Civil Code (BGB). We reject any terms and conditions of the purchaser that conflict with or deviate from these Terms and Conditions of Sale, Delivery, and Payment.
§ 2 Conclusion of the Contract
1.All of our offers are subject to change. The information regarding dimensions, weights, performance, or materials contained in our offer statements, catalogs, brochures, price lists, drawings, and similar documents is provided with due care but is not binding unless expressly designated as such. The same applies to all design specifications and suggestions. We reserve the right to make changes based on technical developments.
The drawings, samples, and documents we produce remain our property; they may not be made available to third parties without our consent. In this regard, we wish to point out our copyright.
2.The characteristics of the goods/purchased item as contractually required are governed exclusively by the product description and the written agreements. Expectations expressed unilaterally by the customer/buyer shall be disregarded, as shall advertising claims and other public statements made by us or any of our agents.
3.Models, tools, and other equipment used to fulfill an order shall remain our property at all times, even if we charge a portion of the costs.
4.Orders, amendments to the contract, additions to the contract, and collateral agreements must be made in writing. Orders placed by telephone or in any other form are deemed accepted upon shipment or delivery of the goods and the invoice.
§ 3 Prices, Payment
1.Unless otherwise agreed, the prices listed in the catalogs and price lists on the date the order is received shall apply in euros (EUR) per unit or according to the specified unit of measure, plus the applicable statutory value-added tax.
2.Unless otherwise agreed, payment must be made within 30 days, strictly net, from the invoice date.
3. In the case of new business relationships or if we receive unfavorable information regarding the customer/buyer, we reserve the right to require payment upon delivery or in advance.
4.The customer/buyer may only set off or withhold payment based on counterclaims if such claims have been legally established or are undisputed.
§ 4 Delivery, Delivery Time
1.Delivery is ex works, freight collect, and includes packaging only.
2.Our delivery is subject to timely and correct delivery to us from the warehouse.
3.All delivery time estimates are non-binding and are contingent upon the purchaser’s fulfillment of its contractual obligations. Delivery periods and dates are binding only if confirmed by us in writing. The delivery periods and dates then refer to the time of shipment or notification that the goods are ready for shipment and begin on the date of the order confirmation, but not before all details of the order have been fully clarified and the documents, approvals, or clearances to be provided by the customer/buyer have been supplied.
as well as before receipt of an agreed-upon down payment.
4.A delay in delivery shall not be deemed to have occurred as long as the customer/buyer is in default on any payment obligation.
5.We are entitled to make partial deliveries to a reasonable extent.
6.In the event of force majeure arising from labor disputes, in particular strikes and lockouts, transportation and operational disruptions of any kind, as well as the occurrence of unforeseen obstacles beyond our control, the delivery period shall be extended accordingly. This also applies if such circumstances occur at our subcontractors. If the aforementioned circumstances render delivery or performance impossible, we shall be released from our obligation to deliver
released.
7. If delivery is delayed at the request of the Customer/Purchaser, we are entitled to demand compensation for the resulting damages, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer/Purchaser at the time of default in acceptance. After setting and allowing a reasonable deadline to expire without result, we are entitled to dispose of the delivery item as we see fit and to supply the customer/buyer within an extended deadline.
§ 5 Shipping, Transfer of Risk, and Acceptance
1.The goods are delivered at the risk of the customer/buyer, and title to the goods passes to the customer/buyer no later than when the goods are shipped or handed over to the freight forwarder or carrier. This also applies in the event of partial deliveries or if we have assumed responsibility for other services, such as shipping costs or commissioning.
have.
2.Unless otherwise agreed, the route and means of shipment are at our discretion.
3.The purchaser/buyer must accept delivered items, even if they have minor defects, without prejudice to the rights set forth in § 8.
§ 6 Retention of Title
1.The goods delivered shall remain our property until all claims arising from the business relationship have been satisfied in full.
The customer/buyer must properly store and insure the goods. In the event of a delay in payment, the customer/buyer is obligated, at our request, to return the delivered goods without us first having to declare our withdrawal from the contract. This also applies if individual or all of our claims have been included in a running account and the balance has been calculated and acknowledged.
In the event of seizure, foreclosure, or other interventions by third parties, the customer/buyer must notify us immediately and provide us with the documents necessary to protect our property rights.
2.Payment is considered to have been made when we receive the equivalent value.
3.Any processing or treatment of the goods subject to retention of title by the customer/purchaser shall always be carried out on our behalf, without imposing any obligations on us, and such goods shall remain our property. This also applies if the goods subject to retention of title are processed into a new item.
4.Even if the goods subject to retention of title are combined with other items belonging to the customer/buyer or to third parties, they generally constitute an independent, separable entity and are therefore subject to special rights. If the goods subject to retention of title are combined with other items not belonging to the purchaser, or if this results in the loss of the right to separate ownership, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other combined items at the time of combination. If the combination is made in such a way that the item belonging to the purchaser is to be regarded as the principal item, it is hereby agreed that the purchaser shall transfer proportional co-ownership to us. The purchaser shall hold the resulting sole ownership or co-ownership in safekeeping for us. In all other respects, the same provisions apply to our co-ownership as to the item delivered under retention of title.
5.The customer/buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer/buyer is not permitted to dispose of the goods in any other way, in particular by pledging them or transferring ownership as security.
The customer/buyer is obligated to resell the goods subject to retention of title only under an extended and expanded retention of title if the third-party purchaser (customer) does not pay for the goods immediately. The right to resell shall lapse in the event of a delay in payment by the customer/buyer.
6.The Ordering Party/Purchaser hereby assigns to us all claims arising from the resale to the customer, regardless of whether the goods subject to retention of title are resold as is or after processing. The Ordering Party/Purchaser is prohibited from entering into any agreements with its customer that would exclude or impair our rights in any way. In particular, the purchaser/buyer may not enter into any agreement that would nullify or impair the advance assignment of the claims to us. The purchaser/buyer remains authorized to collect the claims assigned to us even after the assignment. Our authority to collect the receivables ourselves remains unaffected by this. However, we undertake not to collect the receivables as long as the purchaser/buyer duly fulfills its payment obligations.
We may require the customer/buyer to disclose to us the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents, and to notify the debtors of the assignment.
If the goods subject to retention of title are resold together with other items that do not belong to us, the purchaser’s claim against the buyer in the amount of the delivery price agreed between us and the purchaser shall be deemed assigned.
7.We are obligated, at our discretion, to release the security to which we are entitled under the foregoing provisions at the request of the customer/buyer to the extent that its value exceeds the claims to be secured—to the extent such claims have not yet been settled—by more than 20 percent.
§ 7 Inspection and Notice of Defects
The customer/buyer must inspect our deliveries immediately upon receipt to determine whether there are any defects. Any defects that can be detected through a reasonable inspection must be reported in writing no later than 10 days after receipt of the delivery; hidden defects must be reported in writing immediately upon discovery.
§ 8 Rights of the Ordering Party/Purchaser in the Event of Defects
In the event of material defects or defects of title in the delivery, the purchaser/buyer shall, to the exclusion of any further claims, subject to
§ 9: The following rights regarding defects:
A.Material Defects
1.In the case of parts that prove to be defective as a result of circumstances arising prior to the transfer of risk, we may, at our discretion, either remedy the defect or deliver a defect-free item. We must be notified immediately in writing of the discovery of such defects. The obligation to inspect and give notice of defects also applies to operating and installation instructions. Replaced parts become our property.
2.The customer/buyer must, after consulting with us, allow the necessary time and opportunity for us to remedy any defects and deliver goods free of defects as we deem necessary. Otherwise, we shall be released from liability for any resulting consequences. Only in urgent cases where operational safety is at risk or to prevent disproportionately large damages—of which we must be notified immediately—shall the purchaser have the right to remedy the defect themselves or have it remedied by a third party and to demand reimbursement from us for the necessary expenses.
3.If the complaint proves to be justified, we will bear the costs arising from the rectification of defects or the delivery of defect-free goods, including the cost of the replacement item and shipping, as well as—if this can reasonably be expected based on the circumstances of the individual case—the costs of providing any necessary technicians and assistants.
However, claims by the Ordering Party/Purchaser for expenses incurred in remedying defects or in delivering defect-free goods—in particular, transportation, travel, labor, and material costs—are excluded to the extent that such expenses increase because the subject matter of the delivery was subsequently moved to a location other than the Ordering Party’s/Purchaser’s place of business, unless such relocation is in accordance with its intended use.
4.The customer/buyer has the right to rescind the contract within the scope of statutory provisions if—taking into account the statutory exceptions—we allow a reasonable deadline set for us to remedy a material defect to elapse without result. If the defect is only minor, the customer/buyer is entitled only to a reduction in the contract price. Otherwise, the right to a reduction in the contract price is excluded.
5. In particular, no warranty claims exist in the following cases, provided they are not attributable to us: unsuitable or improper use; incorrect installation or commissioning by the customer/buyer or third parties; natural wear and tear; incorrect or negligent handling; improper maintenance; unsuitable operating materials; or chemical, electrochemical, or electrical influences.
6.If a defect is improperly remedied by the customer/buyer or a third party, we shall not be liable for any resulting consequences. The same applies to any modifications made to the delivered item without our prior consent.
B.Legal Defects
7.If the use of the delivered item results in an infringement of industrial property rights or copyrights within Germany, we shall, at our expense, generally secure for the customer/buyer the right to continue using the item or modify the delivered item in a manner reasonable for the customer/buyer so that the infringement no longer exists. If this is not possible under economically reasonable terms or within a reasonable period of time, the Ordering Party/Purchaser is entitled to withdraw from the contract. Under the aforementioned conditions, we are also entitled to withdraw from the contract. Furthermore, we will indemnify the Ordering Party/Purchaser against any undisputed or legally enforceable claims by the relevant intellectual property rights holders.
8.Our obligations set forth in § 8 (7) are exhaustive in the event of infringements of intellectual property rights or copyrights. They apply only if
- the customer/buyer immediately notifies us of any alleged infringements of intellectual property rights or copyrights,
- the customer/buyer provides us with reasonable assistance in defending against the asserted claims or enables us to carry out the modification measures in accordance with § 8 (7),
- we reserve the right to take all defensive measures, including out-of-court settlements,
- the legal defect does not stem from an instruction by the customer/buyer, and
- the breach of contract was not caused by the customer/buyer having modified the delivered item without authorization or having used it in a manner not in accordance with the contract.
§ 10 Claims for Damages
1.Claims for damages by the customer/buyer against us are excluded regardless of the legal basis, unless we, our legal representatives, or our agents have acted with intent or gross negligence.
2.We, our legal representatives, or our agents are also liable in cases of slight negligence for claims for damages arising from a breach of obligations that arise from the nature of the contract and are of particular importance for achieving the purpose of the contract, as well as for damages resulting from injury to life,
physical well-being or health.
3.To the extent that we are liable on the merits, the claim for damages is limited to foreseeable damages, unless the event giving rise to the damage was caused by us, our legal representatives, or our agents through gross negligence or willful misconduct, or unless injury to life, body, or health occurred.
4.Regardless of whether we are at fault, any liability on our part arising from the fraudulent concealment of a defect, from the assumption of a warranty or a procurement risk, or under the Product Liability Act remains unaffected.
§ 11 Statute of Limitations
All claims by the customer/purchaser—regardless of the legal basis—are barred 12 months after delivery of the goods. Our unlimited liability for damages resulting from a breach of warranty or from injury to life, body, or health; for intentional, fraudulent, or grossly negligent conduct; and for claims under the Product Liability Act remains unaffected.
§ 12 Technical Changes, Design Changes
We expressly reserve the right to make technical changes, including design changes, to our products. However, we are not obligated to apply such changes to products that have already been delivered. The customer/purchaser may not derive any rights from this.
§ 13 Governing Law, Place of Performance, Jurisdiction
1.All contractual relationships between us and the customer/buyer are governed exclusively by the laws of
Federal Republic of Germany, with the express exclusion of the UN Convention on International
Sale of Goods (CISG).
2.In case of doubt, only the German version of our Terms and Conditions of Sale, Delivery, and Payment shall be authoritative.
3.The place of performance for all rights and obligations arising from the contractual relationship is Fellbach.
4.The place of jurisdiction for all disputes arising from the contractual relationship is our place of business. However, we are also entitled, at our discretion, to bring an action before the court at the purchaser’s principal place of business.
5.We process data electronically in accordance with the Federal Data Protection Act.
As of October 2022