General delivery and payment condition
1. General provisions
1.1 Our deliveries and services are carried out exclusively on the basis of the following conditions. Purchasing conditions of the buyer are hereby rejected.
1.2 Our offers are subject to change. Conclusions and other agreements only become binding with our written confirmation.
2. Prices, terms of payment
2.1 Unless otherwise agreed, our prices apply ex works and for domestic deliveries plus value added tax (VAT) .
2.2 Payments must be made to us without deduction by the 15th of the month following the delivery ex works. Interest is charged from the due date in the amount of 3% above the respective discount rate of the Deutsche Bundesbank, if the payment target is exceeded
2.3 The buyer may only offset undisputed or legally established claims. He is only entitled to rights of retention insofar as they are based on the same contractual relationship.
2.4 Insofar as our pecuniary claim is at risk as a result of circumstances occurring after the conclusion of the contract, which result in a substantial deterioration in assets, we are entitled to make it due - regardless of the duration of the credited bill of exchange. In the case that the buyer is in arrears with payment, which indicates that our claim is at risk, we are entitled to take back the goods. We are allowed to enter the buyer’s company if necessary and removes the goods. We can also prohibit the further processing of the delivered goods. This does not apply if the buyer is not responsible for the arrears. Taking back the goods is not a withdrawal from the contract. In both cases, we can revoke the direct debit authorization pursuant to No. 7.7 and demand advance payment for outstanding deliveries.
The buyer can avert all of these legal consequences by providing security in the amount of our endangered payment claim.
2.5 We shall be entitled to the usual securities for our claims in terms of type and scope, also insofar as they are conditional or limited in time.
2.6 The statutory provisions on late payments remain unaffected.
2.7 We are entitled to offset all claims that we have against the buyer, regardless of the legal reason, against all claims of the buyer against us. We are also entitled to set off our claims against the buyer in the same way against claims of the buyer, based on the authorizations granted to us.
This also applies if cash payment has been agreed on one side and bills of exchange or other services have been agreed on the other. Possibly these agreements only refer to the balance. In the case that the claims are due differently, our claims are due at the latest when our liability is due and settled with the value date.
3. Dimensions, weights, grades
3.1 Deviations in size, weight and quality are permitted according to DIN or if this is a valid exercise. Other deviations require a special agreement.
3.2 The weights are determined on our calibrated scales and are decisive for invoicing. Proof of weight is provided by submitting the weighing report.
3.3 We take care of packaging, protection and / or transport aids according to our experience at the expense of the buyer and to the exclusion of our liability. Packaging, protection and transport aids are not taken back.
4. Dispatch and transfer of risk
4.1 In the absence of special instructions, the route and means of transport as well as the determination of the forwarding agent or carrier are left to our discretion.
4.2 In the case that the loading or transportation of the goods is delayed for a reason for which the buyer is responsible, we are entitled to store the goods at our reasonable discretion at the buyer’s expense and risk, to take all measures deemed suitable to preserve the goods and to invoice the goods as delivered. The same applies if goods declared ready for dispatch are not retrieved within 4 days. The statutory provisions on default of acceptance remain unaffected.
4.3 The purchaser must arrange for the facts to be reported to the responsible authorities immediately in the event of damage in transit.
4.4 The risk is transferred to the buyer, when the goods are handed over to the freight forwarder or carrier, but at the latest when they leave the factory or warehouse.
4.5 The Incoterms in their current version apply to the interpretation of the trade terms.
4.6 We are entitled to make partial deliveries.
5. Delivery times, delays in delivery
5.1 The agreed delivery times only apply subject to timely clarification of all details of the order and timely fulfilment of all obligations of the buyer.
5.2 In case the buyer has contractual obligations - including cooperation or ancillary obligations -
such as opening a letter of credit, providing domestic or foreign certificates, making an advance payment or similar, we are entitled to postpone our delivery times - without prejudice to our rights arising from default by the buyer - according to the needs of our production process.
5.3 The time of dispatch ex works is decisive for compliance with the delivery times. If the goods cannot be dispatched on time through no fault of our own, the delivery times shall be deemed to have been met upon notification of readiness for dispatch.
5.4 If we are prevented from fulfilling our obligations by the occurrence of unforeseen events that affect us or our suppliers and which we could not avert with due care in the circumstances of the case, e.g. war, interference by a high hand, internal unrest, natural forces, accidents, other operational disruptions and delays in the delivery of essential operating materials or materials, the delivery time is extended by the duration of the disability and an appropriate start-up time. If delivery becomes impossible or unreasonable for us due to the hindrance, we can withdraw from the contract; the buyer has the same right if the acceptance is not reasonable due to the delay. In any case, strikes or lockouts are considered to be a disability for which we are not responsible for the purposes of this paragraph.
The delivery time is extended - without prejudice to our rights arising from default by the purchaser - by the period during which the purchaser is in default towards us. If we are in default, the buyer can withdraw from the contract after a reasonable grace period set by him in writing. The same applies if it is impossible for us to deliver the goods for reasons for which we are responsible.
The seller undertakes to inform the buyer immediately of the occurrence of an unforeseen event within the meaning of paragraph 1.
5.5 A right of withdrawal, which the buyer or we are entitled to pursuant to No. 5.4, extends in principle only to that part of the contract that has not yet been fulfilled. However, if partial deliveries are useless for the buyer, he is entitled to withdraw from the entire contract.
5.6 The buyer is only entitled to further rights, in particular claims for damages, if we act with intent or gross negligence.
6. Defects of the goods, warranty
6.1 In the event of justified, immediate notification of defects, we will take back defective goods and deliver replacements in their place; instead we are entitled to rectify the defects. The buyer is only entitled to the statutory warranty rights if we do not meet these obligations.
In the event of a lack of guaranteed properties, we are only liable to the extent that the purpose of the warranty is to protect the purchaser against the damage that has occurred.
6.2 The buyer must immediately give us the opportunity to convince us of the defect, in particular to provide the rejected goods or samples thereof on request.
6.3 After an agreed acceptance procedure has been carried out, complaints about defects that can be ascertained during the acceptance procedure are excluded.
6.4 For goods that have been sold as declassed material - e.g. II-a material - the buyer is not entitled to any warranty rights with regard to the specified errors and those with which he can usually be expected.
7. Retention of title
7.1 All delivered goods remain our property (goods subject to retention of title) until all of our claims have been met, in particular also the respective balance claims, to which we are entitled, regardless of the legal reason. This also applies to future and conditional claims, e.g. from reverse bills of exchange.
7.2 Treatment and processing of the goods subject to retention of title is carried out for us as a manufacturer within the meaning of § 950 BGB (German Civil Code), without any obligation. The treated and processed goods are considered reserved goods in the sense of No. 7.1.
7.3 If the buyer processes, combines and mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining, mixing or processing, the buyer shall already now transfer to us his ownership or expectant rights to the new stock or object to the extent of the invoice value of the goods subject to retention of title to the invoice value of the other goods used and shall keep them in safe custody for us free of charge. Our co-ownership rights are deemed to be reserved goods within the meaning of No. 7.1.
7.4 The buyer may only resell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and as long as he is not in default, provided that he has agreed a retention of title with his customer and that the claims from the resale pursuant to Nos. 7.5 and 7.6 pass to us. He is not entitled to dispose of the reserved goods in any other way. The use of the goods subject to retention of title for the fulfillment of work and work supply contracts also counts as resale.
7.5 The buyer’s claims from the resale of the reserved goods are already assigned to us. They serve as security to the same extent as the reserved goods within the meaning of No. 7.1.
7.6 If the reserved goods are resold by the buyer together with other goods, the claim from the resale is assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. When reselling goods in which we have co-ownership pursuant to 7.3, a part of the claims corresponding to our co-ownership share will be assigned to us.
7.7 The buyer is entitled to collect claims from the resale, unless we revoke the direct debit authorization in the cases mentioned in No. 2.4. At our request, he is obliged to inform his customers immediately of the assignment to us - unless we do this ourselves - and to provide us with the information and documents required for collection.
7.8 The buyer is not authorised to assign the claims under any circumstances; this also applies to factoring transactions that the buyer is not permitted on the basis of our direct debit authorization.
7.9 The buyer must notify us immediately of any attachment or other impairments by third parties.
7.10 If the value of the existing collateral exceeds the secured claims by more than 20% in total, we are obliged to release collateral of our choice upon request of the buyer.
8. General limitation of liability
Unless otherwise stipulated in these conditions, we are only liable for compensation for breach of contractual or non-contractual obligations in the event of intent or gross negligence.
However, we are only liable for intent and gross negligence on the part of non-managerial vicarious agents if they violate an essential contractual obligation.
This regulation does not affect claims for personal injury or damage to privately used items under the Product Liability Act.
9. Applicable law
The law of the Federal Republic of Germany, which is decisive for the legal relationships of domestic parties, applies exclusively for all legal relationships between us and the buyer.
10. Place of performance and jurisdiction
The place of performance is Puettlingen. Jurisdiction is Saarbruecken. We are also entitled to sue the buyer at his general place of jurisdiction.