Terms and Conditions
1. General information
We only deliver according to our following terms of delivery, even if, in the case of permanent business relations, reference to them is no longer made explicitly at a later date. Changes to these terms and conditions, in particular deviating terms and conditions of business of the customer in orders or counter-confirmations, are hereby rejected. Silence on our part with regard to order confirmations that refer to deviating terms and conditions of business shall not be deemed to constitute agreement. By accepting our delivery, the customer declares his irrevocable agreement with the exclusive validity of our terms and conditions of delivery.
All agreements made between us and the customer for the execution of this contract must be set down in writing in this contract. Our terms of delivery apply only to merchants in the sense of § 24 AGBG.
2. Offer, offer documents
Our offers are subject to change without notice, especially with regard to price and delivery time. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may only be made available to third parties with our express written consent. They must be returned to us on request if no corresponding contract is concluded.
3. Scope of delivery
Our written order confirmation is decisive for the scope of delivery. Technical changes to our order confirmation are permitted, provided that the suitability for the intended purpose is not affected. Protective devices, safety equipment and other devices based on statutory regulations or official requirements will only be supplied if this is expressly agreed. In any case, even if we have undertaken the assembly for a lump sum price, the following in particular are not included in the delivery: lifting gear, scaffolding, material and installation work for the connection of heating, gas, fresh water, waste water, fire extinguishing and electrostatic systems, etc.
4. Prices and payment
Unless otherwise agreed in writing, prices are ex works including loading at the factory, but excluding packaging and transport insurance. Value added tax at the respective statutory rate is added to the prices. Unless otherwise stated in the order confirmation, the price is due for payment without deduction within 14 days.
If the customer is in default of payment, we are entitled to demand interest on arrears at a rate of 4% p.a. above the respective discount rate of the Deutsche Bundesbank. If we are in a position to prove higher damages caused by delay, we are entitled to claim these. However, the customer is entitled to prove to us that we have suffered a lower damage as a result of the delay in payment.
If we become aware of circumstances that call into question the creditworthiness of the customer, all our claims shall become due for payment immediately. In this case, we shall be entitled to demand cash payment against return of the bills of exchange, irrespective of the term of accepted bills of exchange. Our rights under § 321 BGB remain unaffected. The customer is not entitled to assert a right of retention against our claims or to offset them against counterclaims unless they have been expressly recognized by us or have been legally established.
5. Delivery time
Binding dates for deliveries or services (delivery dates) must be expressly agreed as such in writing. An agreed period for deliveries or services (delivery period) shall only commence upon receipt of our order confirmation by the customer, but not before the customer has provided the documents, permits, releases to be procured by the customer and also not before receipt of an agreed down payment, guarantee, etc. Any changes or extensions to the original scope of the order agreed upon after conclusion of the contract shall extend or postpone the original delivery periods or delivery dates accordingly. The delivery period shall be deemed to have been observed if the main parts of the delivery item have left the factory or readiness for dispatch has been notified before its expiry. Partial deliveries are permissible. Disruptions to delivery and performance due to force majeure or as a result of industrial disputes, official intervention, operational disruptions, difficulties in procuring materials or energy supply or other unforeseeable, exceptional and non-culpable circumstances, in each case irrespective of whether these circumstances occur in our company or at our subcontractors, extend the delivery period by the duration of the impediment. This does not include cases in which we have entered into our scheduling obligation despite the foreseeability of these circumstances or have not taken possible and reasonable measures to prevent or avert the disruption of performance or in which the hindrance is our own fault. We are also not responsible for the aforementioned circumstances if they occur during an already existing delay. We must inform the customer immediately of the occurrence and the expected duration of such disturbances. If, as a result of these circumstances, the performance of the contract becomes impossible or economically unreasonable for us, we may withdraw from the contract in whole or in part. The customer shall have no claims for damages on account of such a withdrawal. If we want to make use of the right of withdrawal, we must inform the customer of this immediately after recognizing the consequences of the event, even if an extension of the delivery period was initially agreed with the customer.
If the customer suffers damage due to a delay for which we are responsible, the customer shall be entitled to compensation. The amount of compensation is limited to 1% for each completed week of delay, but not more than 5% of that part of the total delivery which cannot be used in time or for the intended purpose as a result of the delay. This shall not affect our liability in accordance with item 9 of our terms of delivery.
If dispatch is delayed at the request of the customer, he shall be charged the costs incurred by storage, beginning one month after notification of readiness for dispatch, but in the case of storage at our works at least 0.5% of the invoice amount for each month. We shall also be entitled, after setting and fruitless expiry of a reasonable grace period, to dispose otherwise of the delivery item and to supply the customer within a reasonably extended period. Compliance with the delivery period shall be subject to the customer’s fulfilment of his contractual obligations.
6. Transfer of risk and acceptance
The risk shall pass to the customer at the latest upon completion of loading at the factory, even if partial deliveries are made and we have assumed other services such as shipping costs or delivery and installation. Shipment shall normally be at the expense and risk of the customer. If dispatch is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer on the day of readiness for dispatch. Delivered items, even if they have minor defects, shall be accepted by the orderer without prejudice to his rights according to item
7. Reservation of title
The delivery item shall remain our property until all claims arising from the contract have been paid. Until transfer of ownership, the customer shall insure the delivery item against theft, breakage, fire, water and other damage. The orderer hereby assigns to us all rights arising from the insurance contracts and his claims against the insurers of the same. We accept the assignment. The customer may neither pledge the delivery item nor assign it as security. The customer shall notify us immediately in the event of attachments, confiscation or other dispositions. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods subject to retention of title after a reminder. The assertion of the reservation of title as well as a seizure of the delivery item by us shall not be deemed a withdrawal from the contract. We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.
8. Warranty and notice of defects
The customer shall carefully inspect the delivery item immediately after receipt and shall notify us in writing of any defects immediately after their detection. In the event of a defective delivery, the orderer has the right to choose between rectification of defects or free replacement. In the event of failure of the repair or replacement delivery, the customer can demand a reduction of the purchase price (abatement) or cancellation of the contract (rescission) at his discretion. Cancellation is only possible if the defect is so significant that the contractual system is no longer suitable for the intended purpose. If we are in default with the repair or replacement delivery, the customer can assert the same rights after the fruitless expiry of a grace period set in writing. Our liability according to point 9 of the terms of delivery shall remain unaffected.
A guarantee for certain properties is only given if and insofar as an express written assurance of these properties has been given. The wording “guarantee” or “guaranteed” is not sufficient for this purpose. No warranty shall be assumed for unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, failure to observe the operating instructions, natural wear and tear, faulty or negligent handling – in particular excessive strain, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, insofar as we are not responsible for these reasons.
In accordance with the law, the warranty period shall be six months from delivery, in the case of work services from acceptance, but no later than from commissioning of the delivery item. If dispatch, installation or commissioning is delayed through no fault of our own, the warranty shall end 12 months after the transfer of risk at the latest. The right of the customer to assert claims arising from defects shall in all cases be subject to a limitation period of six months from the time of timely notification of defects, but at the earliest upon expiry of the warranty period.
We may refuse to remedy defects as long as the customer is in default with his obligations. A right of retention due to any delivery defects up to twice the value of the rectification costs shall not be affected by this. The customer is obliged to provide on-site services for the rectification of defects or replacement delivery to the same extent as in the main order. Replaced parts become our property.
Claims for damages by the customer arising from the contract, impossibility of performance, non-performance, positive breach of contract, culpa in contrahendo and tort are excluded – in particular with regard to consequential damages.
Our liability for claims under the Product Liability Act, for warranted characteristics within the meaning of Section 8 of our Terms of Delivery and in all cases of intent or gross negligence shall remain unaffected.
10. Contractual documents, industrial property rights
We reserve ownership and copyright with regard to all contractual documents such as drafts, calculations and cost estimates. They may not be reproduced or made available to third parties without our consent. Any rights to patents, utility models etc. are exclusively entitled to us, even if they have not yet been registered. Any reproduction of our products is only permitted with our written consent.
11. Place of performance, place of jurisdiction and applicable law
Exclusive place of performance for both parties to the contract is our company headquarters in 74385 Pleidelsheim, Germany. As far as our customers are registered traders in the sense of the German Commercial Code, Stuttgart is agreed as place of jurisdiction. However, we are also entitled to assert claims at any other legal place of jurisdiction. The legal relations with our customers are exclusively subject to the law of the Federal Republic of Germany. The application of the UN Sales Convention is excluded.
12. Amendments, invalidity clause
Changes to these terms of delivery or other contractual agreements must be recorded in writing. If individual parts of these terms of delivery should become invalid by law or individual contract, the validity of the remaining provisions shall not be affected.