GENERAL TERMS AND CONDITIONS (T&C)
General – Scope
(1) These conditions only apply if the buyer is a contractor, a legal entity under public law or a public law special fund.
(2) The invalidity of individual provisions shall not affect the validity of the remaining provisions.
(3) These conditions do not apply to consumers.
1. Contract conclusion
The delivery and service agreement comes into effect after written order confirmation from the supplier.
(1) Fixing of prices takes place only in the form of written order confirmation from the contractor, and with the proviso that the data underlying the order confirmation remains unchanged. The contractor’s prices are understood as being ex works in Euro plus value added tax applicable at the time of delivery unless specified differently.
(2) Packaging, postage, insurance and other delivery costs are not included and are invoiced separately.
(3) Any alterations made to the item in question at the request of the customer after the order has been confirmed will be invoiced to the customer.
(4) Working drawings, tools, models and similar preparatory work caused by the customer will be charged in full if the order is not placed. These terms therefore apply prior to the placement of an order.
3. Delivery volume, delivery period
(1) Production-related excess or short deliveries are tolerable within a margin of 10% of the quantity ordered.
(2) The contractor is entitled to partial deliveries.
3) Delivery times specified by the contractor relate to the shipping date on the goods. They are considered to be observed if the goods have left the site by this time, or readiness for delivery is made clear to the customer.
(4) The agreed delivery date always applies after clarification of all technical and commercial matters. In general, these are non-binding delivery periods. These are only binding delivery deadlines if the delivery deadline has been confirmed as binding to the customer in writing.
(5) If the customer is required to carry out an action for producing the goods or for effecting delivery, delivery periods begin after full execution of these actions by the customer.
(6) If the delivery period is exceeded then the customer must grant a reasonable grace period which must not be less than three weeks.
(7) If the period for delivery including the extra period is not observed, the contractor is solely liable for the invoice value of the goods which were not delivered during said period, to a maximum of the negative interest.
(8) Force majeure, interruption of operations and similar unpredictable circumstances that are not within the control of the contractor discharge our party from delivery deadlines for as long as such circumstances disrupt operations. Particularly in such cases, the customer is not entitled to rescind the contract and / or attempt to claim damages.
(1) For new and used items, the warranty period is one year. Conversely, the statutory warranty period of two years applies to claims for damages on the part of the buyer if this is due to damages for personal injury or illness or down to gross negligence.
(2) The customer shall immediately inspect the goods for defects as soon as they are delivered. Defects are to be reported in writing immediately after receipt. If obvious defects are not reported at all, or not reported in a timely and appropriate manner, then the warranty governing this no longer applies.
(3) The contractor is not liable for promotional statements or errors in the operating instructions.
(4) The contractor is authorised to request rectification at his discretion. This means that they decide whether remedial action is carried out, or a fresh delivery is sent.
(5) If subsequent rectification fails, then the contractor is authorised to request rectification once again. The contractor can decide between a new delivery or remedy if rectification takes place once again.
(6) The customer is only entitled to rescind the contract if rectification repeatedly fails.
(7) The buyer’s right to claim damages due to the supplier’s breach of duty to provide fault-free goods is based on clause 5. (1) c) of these T&Cs.
5. Breaches of duty
(1) Regardless of the conditions regarding warranties and other special provisions stated in these conditions, the following applies if the supplier is guilty of a breach of duty:
a) The buyer should grant the supplier an appropriate grace period for rectifying the breach, which should not be less than two weeks.
b) The buyer may rescind the contract and/or demand compensation for damages only after the grace period has elapsed and the matter has not been rectified.
c) Claims for damages shall be precluded unless otherwise agreed in the following:
(aa) Claims for damages on the part of the buyer regarding damages for loss of life, bodily injury, or damage to health resulting from gross negligence on the part of the supplier, or intentional or negligent violation of such duties by a legal representative or assistant from the supplier, are neither excluded nor limited.
(bb) The buyer can only claim damages in the case of gross negligence on the part of the supplier, or in case of intentional or negligent violation of duty by a legal representative or assistant from the supplier, as well as in case of violating essential contractual obligations. In the case of gross negligence regarding essential contractual obligations, the supplier is liable – except in cases of gross negligence or intent – only for reasonable, foreseeable typical damage.
(cc) The disclaimer shall also not apply in those cases in which the Product Liability Act stipulates that liability is in effect for defects in delivery items causing injuries to persons or damages to objects used for private purposes. Furthermore, it shall not be applicable if properties are missing which have been expressly warranted, provided that the warranty was specifically given in order to protect the contractor against damages not occurring on the item itself.
(dd) Express reference is made to clause 10 of these T&Cs.
(2) Generally, the contractor is not liable for breaches of duties that result from performance by ourselves in accordance with drawings, print samples or other templates or samples approved by the customer and released as documentation on which production is based. The contractor is not responsible for the design and accuracy of the reproduced documents. However, the contractor is obliged to inform the customer without delay of the infeasibility of the technical implementation of the documents in as far as this can be ascertained.
(3) Liability for the infringement of the rights of third parties is specifically excluded with respect to work performed in accordance with the customer’s instructions. The supplier is not required to verify the protective rights of third parties.
(4) Liability arising from breach of obligations under the Equipment and Product Safety Act shall be limited to products which have been marketed after 1 May 2004. Furthermore, there are claims for damages only for damages caused by intentional or grossly negligent breach of obligations. Liability is – as far as is allowed – limited to the value of the product.
6. Terms of payment
(1) If not otherwise agreed, all invoices from the contractor are due immediately and without deductions.
(2) If the due date is exceeded, the contractor shall be entitled to charge interest for delay at 5 % above the base rate charged by the Deutsche Bundesbank to the contractor, and, if the customer is not a consumer, at 8 % above the base rate charged by the Deutsche Bundesbank with it still being possible to prove at any time that a higher damage has been caused by delayed performance.
(3) Bills of exchange are not accepted. Checks are only accepted subject to their being honoured by the bank.
(4) If the buyer’s payments are overdue, the supplier is entitled to deny further fulfilment of obligations arising from the contract. If there is any doubt as to the ability of the buyer to comply with the payment terms, the supplier is entitled to ask for advance payments or sufficient guarantees. If the buyer refuses to provide advance payments or guarantees, the supplier may rescind the contract and claim damages.
(5) Irrespective of a contrary stipulation of the purchaser, payments received first redeem costs, then interest and lastly the principal claim. In the case of several claims, the oldest claim will be deemed to have been paid first.
7. Retention of title
(1) Until the customer has paid all amounts due in full to the provider by the date indicated on the invoice, the supplied product remains the property of the contractor.
(2) In case the goods in dispute have been further processed or altered, the contractor retains co-ownership of the final product to the extent of the value of the claim of the disputed goods prior to alteration or processing. The purchaser is entitled to resell the reserved goods, but only in the course of proper business transactions. If the customer sells the disputed goods onward, then they cede a claim for payment against their customer at the time of the onward sale. The customer must oblige his customer to effect payment directly to us to the extent of his payment obligations resulting from the onward sale. Exceptions to this effect require prior written agreement between the contractor and the customer.
(3) Other dispositions of the retained goods, however, especially pledging or using them as a security are not allowed.
(4) If foreclosure is made on the assets of the customer and this involves the conditional commodity, the company is to be informed immediately in writing, including all required data (enforcement office, file number), if applicable including enforcement reports.
(5) Items supplied by the company to the customer which are not part of the scope of performance as such (e.g. drafts, working drawings, tools etc.) remain the property of the company.
8. Place of fulfilment and court of jurisdiction
(1) The place of fulfilment is the site of the company’s headquarters.
(2) The court of jurisdiction is the site of the company’s headquarters. The laws of the Federal Republic of Germany shall apply.
Company headquarters: Lindenberg/Allgäu
Managing Director: Katja Spieler
Registry Court: Kempten/Allgäu District Court
Registry Number: HRB 1617 Tax identification number pursuant to § 27 a
Value Added Tax Act: DE 128 799 059
Tax no.: 127/137/30031 Kempten/Allgäu tax office