1.1 The general business terms below (hereinafter: GBT) in their current latest version apply exclusively to all current and future business relationships, except for that with contractors and suppliers. This also applies if we provide our services unreservedly being aware of conflicting conditions. Other conditions only become a component part of the contract if we have consented to their application in writing. The GBTs do not apply to consumers as defined in Section 13 BGB [German Civil Code].
1.2 All agreements shall be recorded in writing.
Any additions, amendments and collateral agreements to contracts already awarded and any warranties made by our staff will only become valid after written confirmation.
2. Concluding contracts
2.1 Our quotations are subject to change. Details of dimensions, weights and other technical data are approximate values that are customary for the company and the industry.
2.2 With its order, the client bindingly declares that he wants to place the order. We are entitled to accept the offer to enter into a contract as specified in the order within two weeks of receipt by us. The contract comes into force with our order confirmation or if by way of exception this is not done, by performing our service. The content of the order confirmation is critical for mutual rights and obligations. In the event of an immediate delivery, our invoice counts as the order confirmation.
2.3 In principle our prices apply ex-works, with no packaging, dispatch and handling costs. We are entitled to increase prices in line with the cost increase in the event of an increase in the normal market cost of a product by more than 10% after the contract has been concluded if more than three months have elapsed between the contract being concluded and delivery.
2.4 Deviations in quantity and other deviations to the delivery cannot be fully ruled out for technical reasons and therefore must be accepted by the client as long as this does not adversely affect the purpose of the contract, particularly the intended use by the client. In such cases we must adjust our prices accordingly.
2.5 We are entitled to use subcontractors to fulfil an order.
3. The Client's obligation to co-operation
3.1 The client will co-operate in the provision of our services free of charge and in good time and will provide us in particular with all the data, documents and information required for performing the contract.
3.2 The client will inform us immediately of any possible noticeable problems with our products and any damage associated with our products.
3.3 The client will support us in any reasonable way to defend claims made under the product liability obligation. In particular he will give us the required information about the type and method of processing our goods and services and inform us about the proportion of each material supplied by us and the services provided for the products manufactured by him.
4.1 Delivery times and production deadlines are specified to the best of our knowledge but are only binding if they are described as binding by us in written, text or electronic form.
4.2 If the lead time or delivery time is only non-binding, the client has the right to put us in default by written declaration for the first time four weeks after the deadline has been missed.
4.3 All delivery times start on the date of our order confirmation but not before the full clarification of all details of the order. This also includes in particular meeting the co-operation obligations defined in No. 3.1. The deadlines and dates relate to the date of dispatch from the factory or stores. They are considered complied with when the client is notified that the products are ready for dispatch.
4.4 Delays in deliveries or services due to Acts of God and due to events which make it extremely difficult or impossible for us to make the delivery - this includes in particular timely self delivery for which we are not responsible, strike, lockout, official decree etc. - we are no longer liable even in the event of bindingly agreed deadlines and dates. You will authorise us to postpone the delivery or service for the duration of the impediment plus a reasonable start up period. We will inform the client of the impediment immediately. We are also entitled to withdraw completely or partially from the contract in return for refunding the consideration immediately.
4.5 We are entitled to make partial deliveries and services.
5. Dispatch, transfer of risk
5.1 We select the method and type of dispatch.
5.2 Risk is transferred to the client when the goods are transferred to the person responsible for the transport but no later than when they leave the business premises. This also applies if we have undertaken further services, such as dispatch or transport or if the goods are delivered free to the destination. Hauliers, carriers are not our agents of vicarious liability.
5.3 If goods that are notified as ready for dispatch are not called up within four working days we are entitled at our discretion to send the goods or to store them at the purchaser’s cost and risk.
5.4 Unless otherwise commercially available or otherwise agreed, the goods will supplied unpackaged and not protected against rust. The client will be charged separately for special means of transport and protective agents.
6. Reservation of proprietary rights
6.1 The goods supplied by us remain our property until all the client’s obligations from the business relationship have been settled with us (current account reservation).
6.2 We must be informed immediately of seizures and other threats to our rights from third parties with all the information that we need for an action against execution pursuant to Section 771 ZPO [German Civil Process Ordinance]. Should we suffer a loss because a third party cannot pay the legal or out-of-court costs of an action to be refunded by it to us pursuant to Section 771 ZPO, the client will be liable.
6.3 The client will only process or convert our goods for us. When processing with other goods not belonging to us, our co-ownership in the new item will be in the proportion of the invoice value of our reserved goods to the purchase price of the other processed goods (at the time of processing). Moreover, the rules regarding reserved goods apply accordingly to the new item. The client will grant us sole or joint ownership free of charge.
6.4 The client is entitled to resell our reserved goods in the normal course of business. The client will transfer all receivables arising from third parties to us in advance to the value of the respective invoice value (including VAT) of the material used. Regardless of this assignment, the client continues to be entitled to collect the debt. On request, the client shall disclose to us the receivables transferred and their debtors and provide us with all the information and documents necessary for collecting the debts. On our special request the client will inform the relevant third party debtors of the assignment to us.
6.5 The aforementioned assignment to secure our debts also includes those debts that the client acquires against third parties as a result of a connection of our reserved goods to real estate. The assignment provision also applies to processed, converted and mixed reserved goods.
7. Claims for defects
7.1 The client shall inspect the goods immediately after receipt. Detectable defects must be notified to us in writing within a week of receipt of the goods. Hidden defects must be notified to us in writing within a week of being discovered. Otherwise the assertion of claims for defects is excluded. Timely dispatch will suffice to comply with the deadline. After the client has inspected and accepted the goods claims for defects that were detectable on acceptance are excluded.
7.2 Our liability extends to the the goods being free from defects in accordance with the best available technology. The client will only receive guarantees in the legal sense from us if we describe them expressly as such.
7.3 At our discretion we will provide a guarantee for defects by remedial work (remedying the defect, re-manufacture or replacing the goods). Remedial work is considered to have failed no earlier than when we have undertaken three attempts at remedial work which have not been successful.
7.4 Should we wholeheartedly and finally refuse to do the remedial work for no reason, refuse to eliminate the defect and do remedial work because of disproportionate costs, should the remedial work fail or be unreasonable for the client, the client may, at his discretion, only reduce the payment (reduction) or cancel the contract (withdrawal) and claim damages under the limitation of liability (no. 8) instead of the service. However, the client is not entitled to any right of withdrawal if the contractual violation is only slight, particularly if the defects are only minor.
7.5 Should we not be responsible for the breach of duty with regard to a defect the client is not entitled to withdraw from the contract.
7.6 Should the client decide to withdraw from the contract due to a defect after remedial work has failed, he is not also entitled to claim damages for the defect. Should the client decide to claim damages after remedial work has failed, the goods remain with the client if it is reasonable for him. Damages are limited to the difference between the price and value of the defective item. This does not apply if we have caused the breach of contract maliciously.
8. Limitation of liability
8.1 For slightly negligent obligation violations our liability is limited to foreseeable, direct, average damages that may typically occur under the contract depending on the type of services. This also applies to our legal representatives and agents of vicarious liability in the event of slightly negligent obligation violations. We shall not assume liability for slightly negligent breaches of insignificant contractual obligations.
8.2 The above liability restrictions do not relate to the client’s claims arising from product liability. Furthermore the liability restrictions shall not apply to physical damage and damage to health not attributable to us or the loss of the client’s and his employees’ lives not attributable to us.
9. Limitation period
9.1 Our claims for payment lapse at the earliest in five years.
9.2 The client’s claims for defects and damages lapse in one year unless definitely specified otherwise in legislation.
9.3 The start of the limitation period is based on the legal provisions in each case.
10. Applicable law, place of fulfilment, place of jurisdiction and requirement for the written form
10.1 The law of the Federal Republic of Germany applies exclusively to these business terms and the whole legal relationships between us and the client. The UN Convention on Contracts for the International Sale of Goods shall not apply.
10.2 The place of fulfilment and place of jurisdiction for all obligations arising from this contract is our place of business.
10.3 Any amendments or additions to these terms require a written agreement between us and the client in order to be valid. This also applies to cancelling this requirement.