General Terms & Conditions
- Our contracts are exclusively based on the following Terms & Conditions. By placing an order, the contractual partner accepts our Terms & Conditions.
- We hereby reject any contradictory terms & conditions. They shall only be valid if this has been agreed in writing. The contractual partner's terms & conditions likewise do not constitute part of a contract, even if we have not explicitly rejected them and we execute the contractually stipulated delivery/service without reservation.
- Our Terms & Conditions also apply to all future transactions with the contractual partner.
- Our Terms & Conditions are available for inspection at our business premises. Copies may be requested at any time and will be supplied free of charge.
II. Conclusion of Contract & Content
- A contract shall only come into force on receipt of our signed order confirmation or delivery of the agreed services. However, we are obligated to inform customers immediately in writing in the event that an order is declined.
- Our quotes are subject to change. The contractual partner shall be held to his offer for a maximum of one month.
- All agreements made at the conclusion of contract shall be effected in writing; only those agreements effected in writing shall be valid. This written form requirement also applies to supplementary agreements, promises and retrospective amendments, including cancellation of a contract.
III. Prices & Payments
- Any quoted prices represent the value of goods or services without discounts or other deductions, and do not include charges for loading, packing, shipping and any insurance cover only to be taken out under separate agreement, nor the applicable VAT.
Payment must be effected in euros and free of any deductions on delivery or submission of invoice or an alternative billing document.
- Default interest shall be charged at 5 %, or at 8 % for legal transactions that do not involve consumers, p.a. above the applicable base rate. In addition to the statutory regulations, we are entitled to demand a higher rate of interest if we can demonstrate a higher financial burden, unless the contractual partner is able to prove that no damages, or substantially lower damages, have been incurred due to the delay.
- Payment transfers, cheques and bills of exchange are only accepted on a conditional basis and subject to all discount and collection expenses.
- The contractual partner may only offset uncontested, recognized, or legally established counter-claims against our claims.
- A right of retention may only be exercised in relation to uncontested, recognised or legally established counter-claims.
IV. Delivery & Delayed Delivery
- The start of the delivery time given by us is based on the assumption that all technical issues have been resolved. Compliance with our delivery obligation requires the timely and proper fulfilment of obligations on the part of the contractual partner.
- Said compliance is also subject to timely and proper delivery on the part of our own suppliers.
- Delivery dates or periods, which may be agreed as binding or non-binding, must be stipulated in writing. Delivery periods shall commence on conclusion of the contract. In the event of subsequent contractual amendments, a new delivery date or period shall be agreed at the same time if necessary.
- We have complied with the delivery period if, before the period lapses, the goods have left our premises or the customer has been informed that we are ready to ship.
- The contractual partner may request delivery in writing within a reasonable period 4 weeks after a non-binding delivery date or binding delivery period has lapsed. We shall only be in default on receipt of this reminder. This does not apply if the additional period in question is unreasonably long. An additional period of reasonable length shall apply in such cases.
- We shall not be liable if the delay is due to minor negligence, unless damage has been caused to life, body or health.
- Alternatively, we limit our liability arising from default in cases of minor negligence to typically foreseeable damage.
- In the event of force majeure, riots, strikes, lockouts or other substantial operational disturbances beyond our control, the dates and delivery periods stipulated in these Terms & Conditions shall be changed to reflect the duration of the disruption caused by these circumstances, plus a reasonable start-up period.
V. Transfer of Risk, Delivery, Controls, Notice of Defects
- The risk shall pass to the contractual partner when the goods are handed to the carrier, but at the latest when they leave our premises, regardless of any assembly obligations. Once the goods are ready for despatch, the risk shall pass to the contractual partner one week after receipt of notice of readiness to ship, unless we have taken on responsibility for shipping the goods. The risk shall also pass to the contractual partner if said partner is in default of acceptance. We are only obligated to take out insurance at the specific written request of the contractual partner and only at the level specified; the costs for such insurance shall be borne by the contractual partner.
- The contractual partner is obligated to inspect the goods for defects – including in the case of resale – and to notify us promptly in writing of any defects, but at the latest within one week. The goods shall be deemed to be in compliance with the contract if the contractual partner fails to fulfil this obligation of inspection and notification.
- The client is obligated to cooperate with the creation of an acceptance and function record on request.
- In the event of material defects and defects of title that are not merely insubstantial, we are entitled – in addition to the legal regulations on supplementary performance – as follows: We are entitled to make two attempts at rectification. If, owing to the nature of goods or the defect in question, or as the result of other circumstances, rectification remains unsuccessful, we are entitled to make further attempts at rectification if this is reasonably acceptable to the contractual partner.
- If rectification fails, the contractual partner is entitled to a reduction in price or at his discretion to withdraw from the contract and claim compensation in accordance with legal regulations and the provisions of point VII. of these General Terms & Conditions.
- The limitation period for warranty claims is 12 months from delivery of the goods. This does not apply to claims on the part of the contractual partner arising from injury to life, body or health, or to other claims on the part of the contractual partner relating to a deliberate or grossly negligent breach of duty on our part, or to a deliberate or grossly negligent breach of duty on the part of our legal representatives or agents, nor to claims arising from product liability law.
VII. Exclusion of Compensation, Liability Limitations
- Where our obligation to pay compensation relates to a slightly negligent breach of substantial contractual duties, our compensation liability, as well as that of our legal representatives or agents, is limited to foreseeable damages that are typical for this type of contract.
- Where our obligation to pay compensation relates to a slightly negligent breach of non-essential contractual duties, our compensation liability, as well as that of our legal representatives or agents, is excluded.
- In all cases of a slightly negligent breach of duty on our part or on the part of our legal representatives or agents not covered by the clauses under VII. 1 and VII. 2., regardless of the legal basis, our liability is limited to the damages that we could reasonably be expected to foresee.
- If compensation claims are made against us arising from manufacturer's liability (tort claim) in accordance with § 823 BGB (German Civil Code), our liability is limited to the indemnity cover provided by our liability insurance policy. The sum insured shall be typical for the foreseeable damages / type of contract / type of product. If the insurance does not apply or does not apply in full, then our liability, limited to the amount of the sum insured, shall remain unaffected. If the sum insured is not typical for the foreseeable damages / type of contract / type of product, then our liability in these cases is limited to the amount that is typical for the type of damage, type of contract and/or type of product.
- The above provisions VII. 1 - 5 do not apply if the damages relate to injury to life, body or health and/or claims arising from product liability law.
VIII. Retention of Title
- In all cases we retain title to the supplied goods until receipt of all payments arising from the applicable supply contract.
- Moreover, we retain title to the supplied goods until fulfilment of all claims, including future claims, arising from the business relationship. The contractual partner is obligated to store the supplied goods properly and responsibly and at his cost.
- Pledging or use of the reserved goods for security is not permitted under any circumstances. We must be informed immediately in the event of seizure and confiscation or other enactments by third parties, including provision of any documents necessary to refute such action.
- The contractual partner is also entitled to process and resell the supplied goods in the course of his normal business operations, providing he is not in default. On conclusion of the contract with us, the contractual partner shall assign to us all claims against his buyer arising from the sale, or any other legal basis, in the amount of the invoiced value of the reserved goods.
- The contractual partner's right to resale and authority to collect assigned claims shall lapse in the event of suspension of payments, application for or opening of bankruptcy, or in the event of cheque or bill protests. In these cases, the contractual partner is obligated to render account to us promptly and without being asked in relation to the reserved goods and assigned claims.
- The right to retention of title shall also remain effective even if individual claims have been included in a current invoice and the balance is drawn and recognised, unless the balance has been cleared.
- If the realisable value of the granted securities exceeds our claims by more than 10 %, we are obligated at the contractual partner's request to return part of the securities as we see fit, insofar as the security limit has been exceeded.
- We are entitled to return of our reserved goods after reminders have been sent in accordance with the cases regulated by point 5., if the contractual partner has defaulted on a substantial proportion of his payment obligations. As with garnishing, such action on our part does not constitute a withdrawal from the contract. The contractual partner is obligated to surrender the goods in question. There is no right of retention.
- Any monies that the contractual partner collects and that relate to claims assigned to us shall be administered separately until such time as they are transferred to us, in order to avoid charging and/or setting such amounts off against balances in debit accounts.
- If the contractual partner works on or alters the supplied goods, this is always undertaken on our behalf. If the supplied goods are processed with other goods that do not belong to us, we shall acquire co-ownership of the new goods at a ratio of the value of the delivered goods to the other processed goods at the time of processing. The same shall apply to the goods created by the processing as to the goods supplied under retention of title.
- If the supplied goods are inseparably mixed with other goods that do not belong to us, we shall acquire co-ownership of the new goods at a ratio of the value of the delivered goods to the other mixed goods at the time of mixing. If the goods are mixed in such a way that the goods belonging to the contractual partner are deemed to be the main goods, it is hereby agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis. The contractual partner shall store the sole or co-owned goods created in this way on our behalf.
IX. Choice of Law, Place of Jurisdiction
- All contracts are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on the International Sale of Goods (CISG).
- Neu-Ulm shall be the place of fulfilment for all mutual claims arising from the contractual relationship.
- Our registered head office shall be the place of jurisdiction for all claims arising from the business relationship, including complaints relating to cheques and bills of exchange, providing the contractual partner is an actual trader. However, we are also entitled to sue the contractual partner at his general place of jurisdiction.
As at: April 2014